Puella Magi Madoka Magica: Redemption
by monkeycyborgninja
Summary: Two years have passed since "The Rebellion" and Homura has managed to maintain the illusion of a normal life for Madoka and the rest of the Magical Girls in Mitakihara City. However, everything changes when the Incubators begin their counter attack, and to make things more complicated, a strange warrior known as Faiz appears, with the ability to permanently kill Incubators.
1. How It Was Meant to Be

**A/N: Hey guys, it's everyone's favorite flakey bastard, MCN, bringing you another bullshit story to distract me from my main works... damn it, just DAMN IT, WHY CAN'T I FINISH A FREAKING STORY!**

 **...**

 **Sorry about that, I'm just really ashamed that I can't seem to sit down and write for my more popular stories anymore, I have absolutely no excuse for it, I'm just lazy and my interests have shifted, in this case to Kamen Rider 555 and Puella Magi Madoka Magica. Thus, as per usual, I wrote this story to satisfy this idea I've had in my head for a while and to get back in the swing of writing in general, hopefully it'll help me get passed my writer's block on Sword Ed Online. Anyway, enjoy the story, sorry again from being a lazy dick, and I'll see you at the end of the chapter.**

 **Disclaimer: I don't own Kamen Rider 555 or Puella Magi Madoka Magica**

* * *

 **How It Was Meant to Be**

The streets of Mitakihara City were eerily quiet and barren, if it weren't for the bright lights of the buildings in the background one would assume that it was a ghost town, long abandoned by humanity. Night had fallen; the majority of the city's residents have retreated to their beds for the night, all blissfully unaware of the massacre that was about to unfold. All throughout the city, beyond normal sight, an army of what could only be described as tall humanoid giants, draped in what seemed to be white robes, marched aimlessly through the streets. These beings, Wraiths as they were sometimes called, ranged from being as tall as light posts, to as tall as buildings, and all had the space around their faces distorted, pixilated, robing them of any semblance of humanity.

These monstrous creatures trudged through the empty streets of Mitakihara, as if looking for something, or someone rather, humans, people with which they could share the curses they had welled up within them. Unfortunately for them, there were no humans in sight that night, ordinarily they would come across two or three night owls within the first hour on the prowl, slow nights like these had become more and more common as of late. However, it would seem the dry spell was about to come to an end; suddenly, the Wraiths heard what sounded like children's laughter coming from directly behind them. All at once, they turned and caught a glimpse of a group of children rushing across the street, apparently playing some sort of game. The Wraiths wasted no time chasing after them, moaning in anticipation at finally being able to release their pain. They followed the laughter that seemed to become more distant the more corners they turned, but eventually they caught up with the children, five to be exact, prancing around happily in a circle.

The Wraiths ominously approached, their shadows looming over the unsuspecting children, but just as they were about to strike the children stopped their playing and fell into line, looking up to reveal their faces. Upon closer examination these children were clearly not human, their skin was pale and dry looking, their eyes made of crazy rings of varying color, creepy smiles plastered on their faces revealing their sharp, pointy teeth. Before the Wraiths could react to the revelation, the three Wraiths leading the pack were impaled from above with black, shadowy spears, torn to shreds by them as more laughter could be heard. The Five "children" that lead the Wraiths to the ambush then pulled out spears of their own and attacked the next Wraiths in line, again ripping them to shreds as they giggled merrily. The Wraiths tried to fight back, swatting at the "Clara Dolls" with their enormous hands, but it was no use, the Clara Dolls' movements were unpredictable and down right inhuman, they effortlessly evaded the swipes and mercilessly impaled the Wraiths one after another, all they could do was wail in pain as their existence faded away.

* * *

Up on a lonely hill, mysteriously cut in half, sat a girl with long, gorgeous black hair, tilting her head as if resting it on some invisible shoulder. She looked over the city, disinterest evident in her purple eyes, every once in a while she would gaze up at the moon, rendered a permanent half moon, but beautiful nonetheless. She was disturbed from her peaceful moment by a rustling of the tall grass behind her, she quickly turned her head, an expecting look in here eyes, but it quickly turned into a blank stare when she realized it was just one of the Clara Dolls, reporting in.

"…Is that it for the night?" She asked as she turned to face the skyline once again. The Clara Doll just made a childish giggle in response, which the girl seemed to understand.

"I see, good work as always." She emptily praised. "There were more tonight than there were the past couple of days, just when I thought their numbers were starting to dwindle." She lamented, returning her head to its tilted position. The Clara Doll simply left her be, its job finished, going off to prance around the city as they were allowed to do during the day.

The faint light of the rising sun caught the girl's attention; she looked over to see the head of the sphere of light peak over the horizon. She gazed at it for a moment, as if contemplating something, and then simply raised her hand, ceasing the sun's ascension.

"I think… I will let it stay night just a little bit longer." She said to herself, lowering her hand and the sun along with it, darkening the sky again. "After all, she needs her rest."

* * *

As dead as Mitakihara was at night, it was beaming with activity during the day, business were open, people were rushing off to either work or school, the typical hustle and bustle one would expect to see in the big city. Everyone seemed so wrapped up in their own lives it seemed, that none of them noticed the strange abnormalities in the world around them; the Clara Dolls mindlessly dancing in the streets, strange birds of similar origin picking at unusual fruit in the trees, streets and buildings suddenly distorting, changing color or form before returning to normal, all these things happening in plain sight and yet no one paid any mind to them, as if they were mere hallucinations.

These phenomenon were all a product of Akemi Homura's power, the whole universe in fact was her creation, or re-creation, however you want to phrase it. A labyrinth in which she had near absolute control, and the people of this world were none the wiser. The all powerful Devil in question was currently walking up the hill that lead to the high school she attended, her pace was rather slow and sluggish compared to the rest of the students following the same path, that was because any minute now…

"Homura-chan!" A high-pitched voice called out to her. She immediately perked up; the look on her face went from almost a scowl to a slightly livelier look, a hint of a smile on her face as she turned to greet the young girl that lightly trotted up to her. "Good morning!" The girl beamed, a bright smile on her face.

"Good morning, Madoka." Homura happily greeted back. This girl, Kaname Madoka, was a petit young lady, slightly shorter than Homura, with short pink hair tied up in two pigtails held together by a pair of pretty red ribbons. Both girls wore the uniform of their school, a plain white button up shirt under a grey blazer with black trim, paired with a matching black and white plaid skirt. Around their collars was a red ribbon, signifying that they were first years. "You seem lively this morning, did you sleep well?" She inquired, already knowing the answer.

"Yeah, I did actually, it's funny, I could've sworn I went to bed late last night." Madoka admitted.

"You were up playing on your computer again weren't you." Homura said in a slightly teasing tone, causing Madoka to just let out a sheepish laugh in response.

"Gehihihi, sorry, I guess I keep getting carried away with that." Madoka apologized, a nervous hand at the back of her head. Homura's smile never left her face.

"Well, everything worked out in the end, just make sure to go to bed on time from now on, just in case." She advised.

"I will." Madoka happily assured.

The girls fell into a comfortable silence after that, this was perfectly fine for Homura, just being with Madoka was enough to make her happy, she didn't have to speak, or even acknowledge her existence for that matter, as long as she was happy and healthy, Homura was content. But still, being her close friend was always a plus. Homura couldn't help but unconsciously increase the length of the hill; too busy enjoying the pure bliss of the moment, but this peace was momentarily broken when Madoka caught sight of three other students up ahead of them.

"Sayaka-chan, Kyoko-chan, Mami-san, wait up!" She called to them, increasing her pace to reach them, causing Homura to do the same. The trio turned to face them, all three smirking at their hustle.

"Good morning, Kaname-san, Akemi-san." Mami greeted politely. The eldest of the quintet, she had blond hair tied up in twin swirls that seemed almost physically impossible, she wore the same uniform as the rest but her ribbon was green, signifying that she was a second year.

"Late again I see, geez, you two are completely hopeless." Sayaka added in a sarcastic and teasing manner.

"And yet they still get better grades than you, Sayaka." Kyoko interjected with a mocking grin, much to Sayaka's chagrin.

"Oh like you're one to talk Kyoko, you're sitting right there next to me in those remedial classes!" She rebuked, which only made Kyoko's smirk grow. This was a typical conversation for the blunette and red head, always bickering, but always together, never too far apart from each other, makes it hard to believe that Sayaka still considered Madoka to be her best friend, despite their three-year separation. Understandable though, since they were childhood friends and all, a bond like that doesn't just break, no matter how much Homura tried.

"It's always nice to see you two getting along so early in the morning." Homura said, in almost monotone, but the intended sarcasm didn't escape Sayaka's ears.

"What was that, you trying to pick a fight, Akuma-san!" She said, approaching her menacingly. Homura was always a little shaken by Sayaka's nickname for her; while most, including the girl in question, just interpret it as her mispronouncing her surname "Akemi", it always reminded her of the truth, of what she was, what she was doing, and the possibility of it being exposed.

"S-Sayaka-chan, Homura-chan, calm down, don't fight." Madoka pleaded, distraught by the looming threat of her best friends fighting. Much to her surprise however, Sayaka just snickered at the request.

"Come on Madoka, it was obviously a joke." Sayaka insisted, much to Homura's relief. "You really need to lighten up." Despite this, Madoka still seemed a bit distraught.

"It's really ok Madoka, you don't have to worry about anything, ok." Homura said in a comforting tone. Madoka seemed to calm down nodding her approval and smiling once again.

"If that's all settled, we better get to school, class is gonna start soon." Mami stated, leading the girls up the hill. It had been two years since Homura rewrote the universe and trapped Madoka and the rest within, at first things were a bit touchy, but eventually Madoka got used to the inherit strangeness of the new world and adjusted, and before she knew it the "Holy Quintet" was back together again, this time as completely normal teenage girls, how it was meant to be.

Finally, they made it to the top; the front gate was in full view, the metallic sign on the stonewall reading "Smart Brain High School" in large, black font.

"So, how are you girls enjoying Smart Brain High School so far?" Mami asked.

"It's pretty great, though the classes are kind of hard." Madoka replied.

"Tell me about it, middle school was a cake walk compared to this place!" Kyoko complained. "I swear if I didn't know any better I'd say the teachers were talking in a different language, and not just in English class."

"Well what do you expect from a school with a name like "Smart Brain", heck we were lucky to have even passed the entrance exam." Sayaka stated.

"That's true, I don't think it would've been possible if Mami-san and Homura-chan didn't help us study." Madoka admitted, looking over to Homura with an appreciative smile. "Thanks again for all of your help, Homura-chan."

"You don't need to thank me, I'm always happy to help you Madoka." Homura insisted, if only she realized just how much she actually helped. Madoka was a lot of things, but a scholar was not one of them, and Sayaka and Kyoko were practically a lost cause, so she may have had to… tweak the results a bit to get them accepted.

"Just remember that we can't always be holding your hand like that, make sure to work hard on your own, all three of you." Mami advised, in her typical sisterly manor.

" **OKAY~**!" The first years all said in unison.

* * *

The group made their way to homeroom, and of course, the four first years were all in the same class. Kyoko and Sayaka were seated more to the front to ensure that they paid attention, while Homura and Madoka sat at the very edge of the room, giving them a perfect view out the window, highly desired seats by many of the other students. As class dragged on the girls were having noticeable difficulty following the material, even Homura found it challenging, but still doable, she needed to make sure she understood it so she could answer any questions Madoka may have had.

Eventually, lunchtime came around and like always the girls all gathered on the rooftop to eat. It was a particularly nice day, the spring air was crisp and clean and there were just enough clouds in the sky to enjoy both the shapes they made and the clear blue of the sky itself. The group sat on a bench placed at the edge of the of the roof, up against a fence that bordered the area, they all packed their own home made lunches, all except for Kyoko who just brought some stuff she bought from a convenience store.

"Please tell me I wasn't the only one who couldn't understand a thing that geezer was talking about." Kyoko complained as she took a bite out of her Anpan.

"Let's just say I'm not looking forward to tonight's homework." Sayaka replied before putting a clump of rice in her mouth.

"I don't even understand the notes I took, calculus really is hard." Madoka lamented, still slightly more optimistic then her "F club" friends.

"I told you it was going to be hard, but trust me when I say that the first year is always the hardest." Mami assured. "What about you Akemi-san, did you understand it ok?"

"I should be fine, as challenging as it was." Homura responded, then turning her attention to Madoka. "If you want I could help you with your homework after school." She offered.

"Mmm, thank you, but I think I should at least try it on my own first, it's like Mami said, I can't keep having you hold my hand forever." Madoka politely refused, gaining an approving smile from the eldest girl.

"You can still help _us_ though, Akuma-san!" Sayaka interjected before Homura could reply.

"Yeah, mind if we come over to your place after school?" Kyoko asked. Homura's enthusiasm took a nosedive, if the disappearance of her smile was any indication.

"…I guess it can't be helped, but no goofing off, understand." She asserted.

" **Yes ma'am**!" The duo replied in unison, with a playful salute. Homura's blank stare was her only reply before she went back to eating. There was a moment of silence before Homura suddenly remembered something.

"Oh, speaking of after school plans." She began as she stood up from her seat and stood before Madoka. She then pulled out what seemed to be a brightly colored flyer. "Look at this, Madoka." She insisted as she handed Madoka the flyer. Madoka was a little surprised by the sudden action, but complied nonetheless, taking it in her hands; her face lit up once she saw what was on it.

"There's a fireworks show tonight!" She exclaimed with glee.

"You said you wanted to see some, right, I saw that on my way home from school yesterday, want to go?" She asked.

"I'd love to, thank you, Homura-chan!" Madoka replied enthusiastically, much to Homura's own joy. "You guys should come too, it'll be really fun!" She invited the rest of the group, as Homura figured she would. However, the rest of the group seemed much more apprehensive about the idea.

"Fireworks, in the middle of spring, isn't that more of a summer thing?" Kyoko inquired.

"It's a special event, celebrating the anniversary of the founding of Mitakihara City." Homura quickly lied, in truth this event was being orchestrated specifically for Madoka, under the context of a celebration of the city's founding.

"Anniversary… have we always held an event like this?" Mami pondered out loud.

"Not that I can remember." Sayaka admitted, the apprehension quickly turning into suspicion, much to Homura's chagrin.

"It's a _very_ special event, apparently it's a milestone anniversary for the city, perhaps you went to see it when you were young." She suggested, a dark scowl appearing on her face. The girls all felt light headed for a moment, not even for half a second really, and suddenly they all could recall a vague memory of seeing a fireworks show around this time of year as children.

"Huh, now that I think about it, I do remember seeing something like that when I was little… just vaguely though." Sayaka conceded, scratching her head in confusion.

"Well, that's understandable, we were just children after all." Mami assured, if anything just to put herself at ease.

"I wouldn't know; I wasn't born in this town." Kyoko informed, taking another bite of her food.

"So will you come then, it doesn't start till well after dark, so we can probably still finish our homework if we work quickly, well?" Madoka suggested, hoping to convince them.

"…Eh, why not, I'm probably not gonna get very far with the homework anyway." Kyoko replied.

"From what I do remember, it seemed like a pretty nice show, ok, count me in." Sayaka declared with a thumbs up.

"Do you mind if a bring along Nagisa-chan, I think she would certainly enjoy something like this." Mami asked.

"Of course, the more the merrier!" Madoka said with a delighted smile on her face.

"Then it's decided, let's all meet at the fountain in the shopping district at 8 PM." Homura said, in a much more nonchalant demeanor. This actually happened much more often then Homura would like, she had lost count of how many times she had to alter her friends' memories to keep them from suspecting something was off about the world, it wasn't a difficult problem to deal with, but it certainly was tedious. The conversation returned to small talk after that until the bell rang, signaling class was about to begin.

* * *

Homura was the first to arrive at the fountain, after she, Sayaka, and Kyoko got as far as they could on their homework, the other two girls returned home to get dressed for the occasion. Homura herself was also wearing casual clothes, a rather rare occurrence for her; she wore a lavender dress with long white sleeves and a striped short jacket over it. She looked over to a near by clock, she came rather early admittedly, but their agreed meeting time was approaching so she expected them to be arriving soon.

"Akemi-san!" She heard Mami call over the sound of the rest of the people in the square. She turned to see her upperclassman walking alongside a younger girl, Momoe Nagisa, as she promised she had invited the middle school student on their outing. Mami wore a bright yellow mini dress with some sort of white frilly underside that stuck out at the very bottom. Nagisa wore a simple polka dotted pink dress over a brown sweater; she seemed to be nibbling on a piece of cheese. "You're here rather early." Mami observed.

"Not really, I just got here." Homura claimed. "Good evening, Mami-san, Nagisa-chan."

"Good evening."

"Gugh ebning." Nagisa replied.

"Now Nagisa-chan, don't speak with your mouthful." Mami scolded, causing Nagisa to quickly swallow the food in your mouth.

"I'm sorry." Nagisa apologized to Homura with a bow.

"It's ok, don't worry about it." She insisted with as comforting of a smile as she could muster.

The three girls waited together at the fountain for the other half of their group to arrive, fifteen minutes passed and finally more people began to arrive.

"Hey, sorry for the wait!" Sayaka called as she and Kyoko approached them. Sayaka was sporting a pale blue striped blouse under a green unbuttoned sweater and dark blue skinny jeans. Kyoko was wearing a brown jacket over a white shirt with red lettering on it, paired with a pair of olive green shorts. As expected, she was carrying a couple of plastic bags, no doubt filled with snacks for the group to enjoy.

"We would've gotten here sooner if Sayaka didn't take forever to change." Kyoko lamented sarcastically, which Sayaka just let slide for the moment.

"It's fine, we haven't been waiting very long." Mami assured. "So with this we're only waiting on Kaname-san."

"Not surprising, that girl just can't seem to tell time." Kyoko added, Homura trying not to let the jab get to her.

"I'm sure she just got caught up working on her homework, she's been working really hard on her grades ever since she decided she wanted to go to Smart Brain." Homura defended.

"I bet she just fell asleep," Sayaka stated. "She always nods off when the homework's too hard for her… well, not like I'm one to talk." She admitted.

"Either way we just have to wait for her, right?" Nagisa spoke up, finishing off her cheese slice. She reached into her pocket as if to look for more, but it seemed like she was out. "Hey, Kyoko-nee-chan, do have any cheese flavored umaibou?" She asked.

"Oh come on Nagisa-chan, I know Kyoko snacks a lot but…" Sayaka began.

"Yeah, I have a few." Kyoko replied, reaching into a bag and taking out two of the mentioned treats. Nagisa's face lit up at the sight of the treats while Sayaka had an incredulous look on her face. "What, so I happened to have a craving for cheese today, sue me." Kyoko defended as she handed the umaibou to Nagisa. Sayaka just shook her head in exasperation as Kyoko and Nagisa began happily eating their food.

Fifteen more minutes passed, it was now 8:30 PM and there was still no sign of Madoka. The sun had now completely set and the stars had begun coming out, as well as the unusual half moon. As they waited, they heard the sound of a man speaking in a loud voice, passing flyers around the square.

"Come celebrate the fiftieth anniversary of Mitakihara City with us, Fireworks show at 9!" The man then perked up as he spotted the group of girls. "Hey, you there, have you heard of the special event we're holding as part of Mitakihara City's fiftieth anniversary?" He inquired as he showed them the same flyer Homura had showed them.

"Way ahead of you pal." Kyoko replied as she held her hand up, refusing the flyer.

"We're all planning on going, we're just waiting on a friend." Mami added.

"Ah, I see, thank you then, I hope you enjoy it." The man said before leaving the girls be, returning to his duties.

The girls were getting a little restless waiting for their friend, but just as Sayaka was about to speak up she caught sight of a little pink dot rushing towards them through the crowd.

"Everyone, I'm here!" Madoka cried to them, stopping before them to catch her breath. Madoka was wearing a dark crimson dress over a pink striped, long sleeved shirt, with some slightly flashier looking red ribbons in her hair; Homura couldn't help but stare. ( **A/N: The outfits the girls wear are from the cover of the Puella Magi Madoka Magica 2014 calendar cover, go look it up if my crappy descriptions aren't enough for you** )

"YOU'RE LATE!" Sayaka exclaimed, pointing an incriminating finger at the winded girl.

"I'm sorry, I fell asleep doing my homework so I missed the first bus." She admitted with obvious regret. Sayaka stared blankly at her for a moment before she and the rest of the girls giggled at her explanation.

"Ha ha ha, what did I tell you, same old Madoka." Sayaka said, causing Madoka to blush and lower her head in embarrassment. However, she lifted her head back up when she felt Homura put a hand on her shoulder.

"It's ok, we still have plenty of time before the show starts; you didn't inconvenience us at all." She assured, calming Madoka down.

"That may be so, but we should really be going, or else all the good spots will be taken." Mami said.

"That won't be a problem, I already have a spot picked out, one that nobody else would think of taking." Homura informed, much to the group's interest.

"Really, you have a spot like that, Akuma-san?" Sayaka said, a hint of disbelief in her voice.

"I do, it isn't very far from here, and we should be able to get there before the fireworks start." Homura said. She then grabbed Madoka by the hand. "Come on, I'll show you." She said as she pulled Madoka along, leading the way. The rest followed behind her, a bit skeptical but Homura had yet to steer them wrong… as far as they knew.

As they walked through the shopping district somebody else was going about their normal business. A young man, around sixteen years of age, was currently waiting at a stand that was selling cup ramen, he watched as the shopkeeper poured the hot water into the cup before handing it to him.

"Thanks." The boy said as he took the cup in one hand and gave the shopkeeper the money in the other.

"Yeah, thank you for your business." The shopkeeper responded, taking the money. The boy walked over to the curve and sat next to a customized motorcycle, placing the cup ramen next to him and seemingly ignoring it. "Hey, aren't you gonna eat, it's gonna get cold." The shopkeeper called to him. The boy looked back with a slightly annoyed look on his face.

"It's my own choice, don't concern yourself with it." He called back before turning back around. The shopkeeper was somewhat puzzled, but he shrugged it off and returned to work. The boy had a bored look on his face as he spared a glance at the steaming cup.

"Maybe I should've gotten something else." He said, hindsight 20/20.

* * *

"Hey, how much farther is this "special spot" of yours, Akuma-san." Sayaka interrogated. They hadn't been walking for very long, but as far as they could tell they were walking away from the site of the show, causing the girls to question the gloomy teen.

"We're nearly there, in fact it's just up this hill." Homura informed. They were currently walking up an inclined street that seemed to wine upwards; it was almost as bad as the hill they need to climb to get to school. However, as promised, the spot Homura had picked up was just at the top of the hill, and it was definitely worth the climb.

They arrived at what seemed to be a viewing platform of some sort, it stuck out of the side of the hill in a semicircle with a railing at the very edge to ensure people didn't fall off. In addition there were benches for people to sit on and it all overlooked a panoramic view of the city. The girls all stared in awe at the amazing view as Homura approached the railing.

"See down there, that's were the fireworks are going to be fired from." She explained, pointing at a spot where they could see the crew already setting up. "Up here we won't be obstructed by trees or buildings, the perfect spot to watch fireworks."

"Wow, this is amazing Homura-chan!" Madoka said, leaning up against the railing as she admired the view.

"Yeah, sorry I ever doubted you." Sayaka admitted.

"Damn, the fireworks are practically going to be going off in our face." Kyoko stated with great anticipation.

"Eh, are they really going to be that close?" Nagisa inquired, a hint of apprehension in her voice.

"Don't worry Nagisa-chan, we're perfectly safe up here." Mami assured, stroking the younger girl's head.

"I'm glad you all like it, now all that's left is to wait for the show to start." Homura said.

"Well in that case, what do you say we get started on these snacks." Kyoko stated before plopping herself down on the bench and sifting through her bag. She passed out snacks and drinks for everyone and they all began chat, all except for Madoka and Homura who were admiring the view of the city at the railing.

"Thank you for inviting us all here, Homura-chan, I think we all could've used a break from school and such." Madoka thanked with great sincerity.

"It's my pleasure, Madoka." Homura replied with her rare, sincere smile that was reserved only for her. "But you were really the one who invited everyone, I… may have preferred it to just be the two of us." She admitted, barely above a whisper. Madoka looked a little puzzled by the unexpected declaration, as well as the moment of silence that followed. However, Homura soon realized what she let slip out and snapped out of her daze. "N-never mind it's not important. As long as you're happy, I'm happy." Madoka smiled at that last statement, if only she knew what that statement truly meant, what came to be because of it, would she still smile from hearing it, Homura was almost certain she wouldn't. Regardless, she pushed those thoughts to the very back of her mind where they belonged; right now everything was perfect.

However, all good things must come to an end. As Sayaka listened to Kyoko complain about their homework to Mami, she took notice of a figure approaching the viewing platform from the distance, it was dark so at the moment she couldn't tell who it was.

"Hey guys, someone's coming up here." She said loud enough for everyone to hear. The rest of the girls turned their heads toward the slope they came from and found that she was correct.

"Hey, you're right, what gives Homura, I thought this spot was supposed to be a secret or something." Kyoko inquired with a hint of irritation in her voice.

"…It is." She replied with uncertainty. This was actually very strange, she was certain she disguised the pathway to this place so nobody would disturb them, so how was it that somebody was entering without her permission. She watched closely as the stranger approached them, eventually getting close enough for them to see his familiar face.

"Hey, isn't that the man that was handing out flyers earlier?" Nagisa pointed out.

"Yes, I believe it is." Mami answered. The man then stopped before the group, his face was devoid of any sort of emotion, and he just stared blankly at the girls. "Um, is there something we can help you with sir?" Mami asked politely. The man said nothing, merely turning his attention to Homura and Madoka at the railing.

"It seems I was correct to keep my eye on you, Akemi Homura." He said, much to the girl's shock. "I predicted you would attempt so separate yourself from the rest of the humans at the celebration, at the very least you saved me the trouble of waiting till afterwards to approach you all, I much appreciate that." Suddenly, a strange outline or shadow appeared on his face and not even a second later his entire body changed shape, taking on the form of a grotesque monster. The creature's entire body was a pure, pale white, with only small areas of pink or red present, and if one looked closely they would see that it resembled a stingfish of sorts.

The girls, including Homura, all went wide-eyed at the sudden transformation, some of the meeker girls even let out terrified screams. Homura immediately stood between Madoka and the creature, the two stared each other down as it took a few steps forward, as if waiting to see which would make the first move. Eventually, the monster decided to take the initiative, and in a fluid motion its legs combined into a fish like tail, somehow allowing it to "swim" through the air. It took the air and charged at the two.

"Madoka, get down!" Homura exclaimed as she pushed Madoka away, narrowly dodging the creature's attack. Madoka looked up at the floating monster from the ground, tears forming in her eyes as it prepared for another strike. However, Homura wouldn't have it. "Come on everyone, we have to run!" She shouted as she helped Madoka to her feet. She then grabbed her hand and made a mad dash towards the road.

"Don't have to tell me twice, let's get the hell out of here!" Kyoko said as she grabbed her remaining snacks and followed them, Sayaka, Mami, and Nagisa not to far behind. The monster loomed over them from the sky for a moment before diving toward them at great speed. Homura gazed at it over her shoulder, a demented look in her eye, and before it knew it, the monster was stabbed straight through the chest with a spear. It looked up and saw a Clara Doll smiling creepily at it, and before it could react four more spears pierced its body and the Clara Dolls laughed as they spun rapidly, shredding the monster into tiny bits.

The rest of the girls were completely oblivious to the monster's sudden defeat, much to Homura's relief, she didn't want to have to try and explain what the Clara Dolls were to them. They eventually made it to the bottom of the incline, running a little further just for good measure. Once they were at a "safe" distance, Homura stopped running, leading the rest of the girls to stop as well.

"It's ok, I think we lost him." Homura stated absolutely certain of the fact. It took a moment for the rest of the girls to catch their breath.

"…Ok, just what the hell was that!?" Sayaka exclaimed.

"I don't know, perhaps some sort of animal?" Homura suggested, trying her best to look concerned.

"The hell kind of animal can make itself look like a person!?" Kyoko shot back, clearly not satisfied with the explanation. "Damn thing looked like it came out of a freaking horror movie!"

"S-shouldn't we call someone, like the police, or animal control?" Madoka said with distress.

"I think the military may be more like it." Sayaka responded.

"For now, let's just get somewhere safe, it may still be out there." Mami stated, clutching a frightened Nagisa's hand.

"That is correct." A voice said from behind them. They all turned and much to their horror, the Stingfish monster was walking up the street towards them.

"…Impossible." Homura whispered as she stared at the somehow living creature. She soon snapped out of her daze when she felt Madoka cling to her. "Come on, this way!" She ordered as she grabbed Madoka's hand and led her down the adjacent street, the rest tailing her. As soon as they turned a corner the Clara Dolls reappeared and attacked the monster, once again tearing it limb from limb.

"Mami-san's right, it's not safe out here." Sayaka said as the group ran for their lives.

"Where do you suggest we go then?" Kyoko questioned.

"The police station, it's the safest place I can think of at the moment." Mami replied quickly.

"Very well, the police station is this way, hurry!" Homura urged as she turned a corner, only to be met with the same monster from before. The girls all stopped and stared in horror as it slowly and menacingly walked towards them.

"Ok, definitely a horror movie." Kyoko quipped, albeit nervously.

"What now, Homura-chan?" Madoka asked meekly.

"…We'll have to take an alternate route, come on!" She responded, dashing down the street in the opposite direction. The girls followed as well, once again not noticing the Clara Dolls kill the monster a third time.

Homura tried her best to lead the girls to safety, but every time she thought she was in the clear, they would turn the corner and the monster would be there, perfectly healthy as if nothing had ever happened. Time and time again the Clara Dolls would kill it but it just kept coming back, Homura was getting very frustrated but she tried not to let it show.

Back in the shopping district, the young biker was still sitting on the street curve, about thirty minutes have passed and he was finally beginning to eat his ramen, now a much more mild temperature. Just as he was beginning to enjoy himself, he heard the sound of rapid footsteps approaching him; he looked up from his cup to see the six girls all frantically running down the street, zeroing in on him. He quickly stood up and moved out of the way as they all passed by, nearly making him spill his noodles.

"Hey, watch where you're running!" He shouted at them, though they just ignored him. Hey were about to turn left but apparently saw something if their looks of terror was anything to go by, so instead they went right.

"What are they even…?" He began, but got his answer when the monster came into view, walking into the intersection. "That's…!" He exclaimed in shock. He watched as the Clara Dolls attacked again, seemingly killing it, but despite that the biker still rushed to his bike and unzipped a bag that was strapped to the back. He pulled out a fancy looking briefcase that had what could only be described as a stylized roman letter Phi on it.

* * *

The girls turned one last corner, running into an alleyway that only lead into a brick wall, a dead end.

"Damn, we have to go back." Homura stated, turning around only to be stopped by a panting Madoka.

"…No… I… I can't run anymore…" She said between breaths, her one available hand on her knee.

"Hang in there Madoka, we can't just stop here." Sayaka stated, rubbing her back comfortingly.

"Seems you have cornered yourselves." It said, slowly walking towards them. The girls all backed up as far as they could, their backs were practically up against the wall. Sayaka looked around frantically until her eyes fell on a few discarded pipes. She quickly ran to them and picked two up, keeping one for herself and tossing one to Kyoko.

"Alright ugly, you wanna fight, I say bring it on!" Sayaka stated as she and Kyoko stepped forward and held their pipes up in defense. The monster just cocked its head to the side.

"Do you honestly believe you can harm me with those pieces of water irrigation?" It inquired incredulously.

"Only one way to find out!" Kyoko declared as she and Sayaka charged towards the creature, Madoka called for them to stop, but was just ignored. They swung their "weapons" at it only for them to bounce off, dealing no damage whatsoever. They pointlessly bashed at it a few more times before the creature effortlessly grabbed the pipes in mid-swing and tossed them to the side. Now disarmed, the girls had no way to defend themselves from being slammed backwards all the way to the back wall of the alley, the two riling in pain as they fit the floor.

"Sayaka-chan, Kyoko-chan!" Madoka exclaimed with concern as she and Mami kneeled down to help them. Homura only spared them a glance before turning back to the monster, without warning, four spears rained down on it, killing it yet again. This time the Clara Dolls tossed the spears from on top of the buildings, as to remain out of sight. After a moment, the spears disappeared into nothingness, leafing the corpse to just fall to the ground. She looked back at the girls, who were struggling to get back to their feet.

"Miki-san, Sakura-san, are you alright?" Mami said.

"Yeah, just a little banged up is all." Sayaka replied for the both of them.

"Hey look, the monster's dead!" Nagisa informed, the rest of them looking to see that it was true.

"Yes, it seems your little assault did the trick." Homura suggested, rejoining the group.

"But… our attacks… did nothing." Kyoko said quizzically.

"Delayed reaction maybe, at the very least it looks incapacitated." Homura insisted. "For now, let's get moving before it wakes up again, Madoka, are you still too tired to run?"

"Well, yes, but Sayaka-chan and Kyoko-chan are injured, we should help them first." Madoka replied.

"It's fine Madoka, it's not like our legs are broken or anything, we can still run just fine." Sayaka reassured, though Madoka still seemed worried.

"See, they said they're fine," Homura said before kneeling down, her back towards Madoka. "Come on, I'll carry you." She offered, much to Madoka's embarrassment.

"C-carry me, t-that's a little…" She began.

"How many times will you have to do that before you realize that it is futile?" Everyone's blood ran cold as they heard that statement. Slowly, they all looked above them, and there, standing on top of the wall that obstructed them was the Stingfish Monster, perfectly silhouetted in front of the half moon.

Before anyone could react it leaped down, landing next to its own mangled body. It stared at it for a moment before raising its hand over it, and a second later, four tentacles extended from it, lowering down to the corpse and seemingly absorbing it back into the live one's body.

"That being said, I'd appreciate it if you didn't destroy my bodies without reason, it's such a waste." It stated as it finished up "eating" its old body.

Homura's eyes widened to the size of saucers at the last statement, she had heard a similar sentence before in fact a lot of things about this creature seemed familiar to her. The constant regeneration, the "eating" of the left over body, the cold and condescending way it spoke, and even its basic color scheme. But the one thing that convinced her the most, were the pink beady eyes that stared back at her.

"You… you're an… Incubator." Homura accused, her look of shock turning into a scowl.

"Yes, that is correct, Akemi Homura." The Stingfish Incubator confirmed.

"Incubator?" Mami repeated quizzically.

"W-what are you talking about, Homura-chan?" Madoka asked, Homura stiffening up at the question.

"Well, now that you are aware of what I am, you must know what I want." The Incubator spoke up, regaining their attention. "I have come here for the Fragment."

"Fragment?" Kyoko questioned. "The hell are you talking about, we don't have anything like that!"

"Oh but you do, the being that you refer to as Kaname Madoka." It explained, much to everyone's shock, especially Madoka.

"Huh, what, m-me!?" The young girl said, flustered at the declaration.

"The Fragment must be returned to its proper place, keeping it here any longer will be detrimental to the universe." The Incubator claimed, just confusing the humans more. "Now, relinquish the Fragment to me, and I shall leave peacefully." It offered, holding its hand out as if they would literally "hand her over" to it. The girls were in a shocked silence at the incredulous offer, this thing couldn't honestly expect them to just give it Madoka; it was ridiculous. Each girl had their own words to say about the whole exchange as they glared at the unfeeling creature, but before any of them could say anything, Madoka spoke up.

"If… If I go with you, will you really leave my friends alone?" She asked, much to everyone's shock and dismay.

"Kaname-san, you can't actually be considering this." Mami said.

"You can't, it's crazy, I won't let you do it!" Sayaka added resiliently.

"But… that thing can't be killed right?" Madoka reminded. "I don't want any of you to get hurt because of me, so…"

"Stop it…" Homura practically growled, much to Madoka's surprise. "Just stop it, don't you start saying those things…" Madoka noticed her voice was beginning to shake, as if she was trying to keep herself from crying. Homura clenched her fists and shot a deadly glare at the Incubator. "Listen to me Incubator, I will never, _NEVER_ , let you lay a single hand on Kaname Madoka, no matter what." She declared, practically oozing conviction and murderous intent.

"Homura-chan…" Was all Madoka could say that that. The Stingfish Incubator let out a sigh.

"I predicted that would be the case, very well." It said before curling its fingers slightly, causing what seemed to be a ball of blue flames to appear in its palm. "If I cannot procure the Fragment, then I will just have to eliminate it." The fireball grew in size as it said then, Homura standing in front of Madoka protectively as the rest backed away with her.

' _This is bad, I've never seen an Incubator use a technique like that before._ ' She thought to herself as she stared the Incubator down. ' _I can't risk one of the Clara Dolls, I can block it effortlessly if I were to take on my true form… but…_ ' She glanced behind her at Madoka, a concerned look on her face. ' _But… I really don't want her to see me like that._ ' Time was running short; the Incubator raised the fireball above its head, preparing to throw it at them. Homura had no choice, she needed to fight, she raised her left hand, a purple rhombus appearing on the back of it, glowing, about to release its power.

"Hey." A voice said from the entrance of the alleyway. The Incubator dismissed the fireball as its focus became directed at the biker, standing before it with a challenging look on his face. "Keep it down over here, you're disturbing my dinner." He said with an irritated tone in his voice.

"That is none of my concern Human, I am in the middle of an important matter, be on your way now." The Incubator replied, but the biker didn't waver.

"You know, the way you things talk… really annoys me." The biker shot back, before strapping a strange device he was holding around his waist. It was a high tech looking silver belt with a large, rectangular indent in the buckle, as well as a strange slot on the right side of said indent. Once the Incubator saw the belt, it let out a small gasp.

"That belt, could it be…" It said as he watched closely to what the biker did next. He then pulled out what seemed to be a silver cellphone, flipping it open and entering in the code 5-5-5-Enter.

" _Standing By_ " The phone said in a computer generated voice. He then closed the phone and raised it up over his head.

"Henshin!" He exclaimed and then placed the phone into the slot and tilted it downward, placing it perfectly into the indent.

" _Complete_ " The belt stated. Suddenly, a pattern of glowing red lines traveled all across the biker's body, and once the pattern was complete a flash of blinding light emanated from him. The girls had to shield their eyes from the sudden burst of light, and once it died down, the biker was clad in a strange black and silver suit, adorned with the same red line pattern. The suit had silver chest armor and the helmet had large yellow visors that looked like big half circle eyes and a pair of antennas. The girls stared in awe at the transformed biker, at a loss for words.

"Faiz, so the rumors are true." The Incubator said, turning its full attention to "Faiz". Faiz fell into a defensive stance, preparing himself to fight. The Incubator shifted into its "Swimming" form and charged at Faiz from the air, only to be effortlessly knocked back down by a leaping kick to the gut. The Incubator was clearly in pain from the attack, but it quickly got back to its feet nonetheless, Faiz staring it down before he charged at him, throwing a punch that was blocked by Incubator.

They begun to trade blows after that, very few of either side's strikes connected, either they were blocked or evaded with relative ease. However, the Incubator managed to land a solid hit on Faiz's head, allowing it to break his defense and land a combo that sent him stumbling back, giving the Incubator some space. As Faiz recovered, the Incubator held out his hand and a long trident made out of the same material as the rest of its body "grew" out of it. It wielded the trident with confidence and slashed at Faiz with it, he narrowly dodged the initial strike but the Incubator quickly followed up with a horizontal slash that met its mark, causing Faiz to stumble and allow for another slash to connect. Faiz backed away for a moment to steady himself and then tried to advance again, but with the weapon the Incubator was able to keep him at a distance, making it a little difficult to land a hit.

"…Hey, is this seriously happening?" Kyoko inquired in utter disbelief.

"You mean the Henshin Hero that just showed up to save us from the evil Kaijin?" Sayaka reiterated the incredulous situation they found themselves in. "As far as I can tell."

"It looks like he's having a little bit of trouble." Nagisa said as they watched Faiz get slashed across the chest.

"It sure does, fighting an armed opponent when you yourself are unarmed must be a difficult task." Mami lamented. Madoka looked worried as the fight continued to seem very one sided, Faiz getting hit with three more powerful slashes, forcing him back against a wall.

"Don't give up, Henshin-san, keep on fighting!" Madoka cheered for their savior, however she seemed to be ignored as Faiz was forced to the ground by a particularly powerful strike. The Incubator brought down its trident for the finishing blow, but before it could connect, Faiz grabbed it in mid swing and retaliated with a punch to the gut, causing the Incubator to kneel over in pain leaving him open for a kick in the face, sending it staggering back and making it let go of the spear. "Yes, he disarmed it!" Madoka said with glee.

"Alright, now it should be a fair fight." Sayaka added, the rest of the girls feeling the same satisfaction, all except for Homura who just watched the battle closely and objectively.

As the Stingfish Incubator began to recover, Faiz got back to his feet and chucked the spear at it's former wielder, only for it to be knocked to side by the recuperated monster. Faiz followed up by rushing up to it with a punch, but it avoided it by ducking under it. Faiz turned around to face the Incubator and once again they back to trading blows, this time Faiz had the upper hand and was much more aggressive then before. The sting fish managed to land two punches to his face, but Faiz blocked the third hit and countered with a punch to the gut, forcing it back. The Incubator continued to throw punches, but Faiz managed to block and evade them all, as well as land his own, it seemed to tables had finally turned.

Faiz effortlessly dodged a punch to the face and countered with a strong punch to the chest, breaking the Incubators defense and allowing him to land a three hit combo that ended with a powerful punch to the face that sent the Incubator rolling on the ground back a few feet. Faiz decided it was time to end it, flicking his right wrist and lowering his stance, preparing to dash. After a moment in that position he charged at the Incubator as it got back on its feet. Once it saw Faiz approaching it attempted to throw a punch at him, but much to its surprise, Faiz threw a powerful sidekick, connecting with the Incubator's gut, stunning him as it felt the pain from the shear force of the attack.

A few moments passed, the girls eagerly watching to see if that last kick did the trick. Suddenly, the Incubator burst into blue flames, letting out a drawn out grunt as the flames engulfed him. Faiz lowered his foot and watched as the monster burned and then, after a few moments, broke down into dust, littering the ground it once stood on.

The girls all stared in astonishment; the Incubator's death this time around was a much bigger spectacle than its previous death, does this mean that this time it would stay dead. Before anyone could say anything, the sound of a firework launching caught everyone's attention. They looked to the sky and saw the firework in question explode in the air, followed by countless others, lighting up the night sky as if to celebrate Faiz's victory.

"He… He did it, he killed it… didn't he?" Sayaka said, more like hoped.

"There's no way that thing is coming back from that." Kyoko replied, referring to the pile of ash that was once the Stingfish Incubator. Homura was still skeptical however, she had the Clara Dolls survey the area for any sign of the regenerated Incubator, but much to her shock, they found nothing, the Incubator, as far as she could tell, was in fact dead.

After watching the fireworks for a moment, Faiz turned his attention to the group of girls he just saved. They all seemed a little nervous at the sudden attention; they couldn't really tell what he was thinking from behind that helmet. Homura just glared at masked warrior, doubt and suspicion clouding her mind, recalling what the Incubator had called him.

"Faiz…"

* * *

 **A/N: And there you have it, the first chapter to my KR555 x PMMM crossover. As you can see it takes place post-Rebelion and throughout the fic you'll be seeing my interpretation of how the new universe Homura created works, the main points being none of the girls fight as Magical Girls anymore and live "normal" lives, while Homura commands her witch minions to fight the Wraiths. As for the Incubator that appeared in this chapter, what I'm basically gonna be doing is have the Orphnochs from 555 appear in the story as Incubators, combining the attributes of both species to give my own interpretation of how their society and hierarchy work, more on that in later chapters. Well, I hope you guys enjoyed it, until next time, and be sure to R &R please.**


	2. It's Your Responsibility

**A/N: Hey guys, MCN here, bringing you the second chapter of my new story. Now, I know I should really be focusing on catching up on my other stories... but DAMN IT I LIKE THIS IDEA AND I'M GOING TO CRAP OUT ONE MORE CHAPTER BEFORE I BACK BURNER IT! Anyway, before we get started on the chapter, I'd like to respond to a few of the reviews.**

 **alice: Yeah, self inserts can get kind of annoying, especially for a crossover, but I assure you the Faiz in this story is in fact Inui Takumi, just slightly reimagined to fit the context of the story, you'll see what I mean in future chapters.**

 **OrionGold: I can see why you'd think that, considering I included Smart Brain as a High School rather than a corporation, but like I said, this Faiz is Inui rather than Oogami, I thought that scene with the ramen would've made that clear. Oh well, it'll be expressly stated in this chapter.**

 **KRPrime: Well, this story takes place after the movie Rebellion, and it'll make a lot of allusions to the original series as well, I recommend you go watch it to get the full experience of this story, also it's freaking masterpiece, so yeah, watch it!**

 **Alright, now that that's out of the way, let' get to that chapter shall we.**

 **Disclaimer: I don't own Kamen Rider 555 or Puella Magi Madoka Magica**

* * *

 **It's Your Responsibility**

 _After watching the fireworks for a moment, Faiz turned his attention to the group of girls he just saved. They all seemed a little nervous at the sudden attention; they couldn't really tell what he was thinking from behind that helmet. Homura just glared at the masked warrior, doubt and suspicion clouding her mind, recalling what the Incubator had called him._

" _Faiz…"_

After a few seconds of staring them down, Faiz removed the phone from the belt buckle and pressed the "end call" button on it, cancelling the transformation. Now that they got a good look at him, they were surprised to see that he didn't seem any older than they were. The girls struggled under his gaze, unsure of what to say at the moment, luckily for them, Faiz took the initiative.

"Hey, you should all hurry up and get home, the city isn't a safe place to be wondering around at night." He said, more condescension and annoyance in his voice then concern. With that he turned his back on them and began to stroll out of the alley.

"H-hey, wait just a second!" Sayaka finally spoke up, stepping up from the group. "Is that it, you aren't going to explain what the hell just happened?" She inquired, regaining the biker's begrudging attention.

"Don't worry about it, it has nothing to do with you anyway, just go home and forget everything you just saw." He replied indignantly, not even waiting for a response before he turned back around and walked out of the alley.

"Like hell we will!" Kyoko exclaimed as she and Sayaka angrily cased after him. "Get back here you!"

"This conversation isn't over yet!" Sayaka insisted.

"Geez, those two." Mami lamented before chasing after them as well. "Stop it, you'll just scare him off!"

"W-what do you think we should do, Homura…chan." Madoka said frantically, but paused when she saw the strange look on Homura's face. Without a word, the girl walked over to the pile of ash that was once the Stingfish Incubator, kneeling down and scooping it up in her hand to examine it more closely. It was completely inanimate, blowing out of her hand as a light breeze came by. She wiped her hand clean of the substance and stood back up straight, shooting a glare at the boy who had accomplished what she had failed to do countless times before.

" _So this was… the death of an Incubator… this was… the power of Faiz…_ " She thought to herself.

* * *

Somehow, the girls managed to drag the biker into a nearby teashop, offering to treat him as thanks for saving their lives. The group seemed to be the only customers at the moment, making the shop seem unnaturally barren, even the employees seemed to disappear as soon as they were served. However, the girls didn't notice this anomaly, they were all focused on the mysterious biker, watching closely as he blew on his cup on tea. They waited… and waited… and waited… a minute passed of them just watching him blow on his tea; with no end in sight, Sayaka decided to speak up.

"Uh, so… I'm sorry for being so rude back there, I guess I was just a bit shaken by what happened." She said, trying her best to make a good second impression. The biker just spared her a neutral glance and returned to blowing on his tea, much to Sayaka's chagrin.

"I mean, it's understandable, right." Kyoko chimed in, trying to save face. "After all, that thing was pretty scary looking, what was it called again… Incubator?" She nonchalantly asked, however she was completely ignored.

"A-and that thing you transformed into, it looked really cool, like something straight out of a Tokusatsu." Sayaka stated. "That Incu-whatever called it Faiz right, is that like your alter-ego or something?" She asked, genuine excitement and intrigue in her voice, but once again she was ignored. They were starting to get very annoyed but tried their best to hide it.

"O-oh, I think I get it, this is one of those top secret government project things, so you can't really talk about it, right?" Kyoko suggested, which Sayaka seemed to roll with.

"Ah, that has to be it, otherwise any other alley of justice would inform the fragile young girls he just saved about what they were dealing with, _right_?" Sayaka and Kyoko checked for a reaction from the biker, but all they got was a glimpse of him carefully taking a sip of his tea, only for him to quickly rear back and continue blowing on it. This was the last straw.

"HEY, are you even listening to us, just how long are you going to keep blowing?" Kyoko snapped, slamming her foot on the table for intimidation. It didn't succeed however, as the boy just kept on blowing. "… Are you a Nekojita ( **A/N: Cat Tongue** )?" This last comment got his attention, which was all the answer she needed. "So you are huh, that sure explains a lot." Kyoko said with a smug look on her face as she sat back down in her chair.

"Um, what's a Nekojita?" Madoka innocently asked.

"Someone who can't eat or drink hot foods or liquids." Mami answered.

"In other words a wimp." Sayaka added. "Did you know, Nekojitas are notorious for being useless, ahh maybe we were better off just leaving him alone after all." She said, trying to egg him on.

"…You're…" The biker finally said, gaining everyone's eager attention.

" **Yeah**?" Sayaka and Kyoko said in unison.

"…Annoying!" He finished, much to their shock. "I have no interest in any of you, don't drag me into your problems." He stated before returning to his blowing.

"D-drag… I don't remember ever asking you to save us, you did that all on your own, we just want to know why!" Sayaka griped, which only seemed to annoy the biker even more.

"Now, now, let's all calm down here, let's just be thankful that nobody got hurt." Mami said, trying to calm the two hot heads down. "In any case, we brought you here for us to repay you for what you did, would it be possible to have your name, I'm Tomoe Mami." She said, hoping to break the ice more appropriately.

"Why do people always have to exchange names when they first meet, it's creepy." He said, surprising Mami quite a bit, she didn't expect such a reaction.

"Uh… I think anyone would agree that it's just common courtesy." Mami defended as politely as she could.

"So is not being nosey, so if you don't mind I'd like to focus on the tea you're paying for." He shot back, rude as ever. Mami could suddenly sympathize with Sayaka and Kyoko's ire, she herself finding it rather difficult to keep on a pleasant smile. One could feel the tension in the room, Madoka looked around nervously at her friend's annoyed expression, about to explode at any moment.

"…U-um." She spoke up, gaining everyone's attention, even the biker's. She paused once she saw that all eyes were on her. "Uh, w-well, anyway, we all just wanted to thank you for saving us from that monster." She said before bowing to him. "Thank you very much, and… sorry if we have inconvenienced you in anyway." That last part came as somewhat of a surprised to the group, especially the biker's, though he didn't really show it. Once she sat back up, the biker just eyed her strangely, embarrassing Madoka a bit.

"…Well, as long as you understand." He finally replied, setting down his teacup, finally giving up on it. "Thanks for the tea, goodbye." He said as he stood up from his seat and left the shop, the girls too exasperated to even try and stop him.

"He wasn't very nice was he?" Nagisa said as she took a bite of her cheesecake.

"Ain't that the understatement of the year, geez." Kyoko said, gulping down her tea in frustration.

"Also, Madoka, you didn't have to apologize to him, that Nekojita clearly doesn't have a righteous bone in his body." Sayaka said to her best friend, much to her discomfort.

"But… if it wasn't for me, that monster wouldn't have even attacked, and he wouldn't have needed to fight it, so…" Madoka trailed off, a crestfallen look appearing on her face, making Sayaka back off. Homura clenched her fists at seeing Madoka so depressed; she swore she would never let her feel like that again. She then stood up from her seat and made her way out of the shop.

"Akemi-san?" Mami said with a confused and concerned expression.

"Homura-chan, wait." Madoka called as she followed her out. Once Homura was outside she looked around for the biker, luckily he hadn't gone very far, as his bike was parked two blocks down the street.

"Stop right there." She called to him, gaining his attention as she approached.

"Just get lost already, you're annoying!" The biker barked with an annoyed glare, having just about had it with these girls badgering him.

"I refuse, I still have business with you." Homura replied unwaveringly. Madoka stopped a few feet away from them; somehow she felt this was something she probably shouldn't get involved in.

"Hmm, what's that?" The biker inquired.

"That Incubator was specifically targeting my friend, and it _will_ come for her again. Therefore it's your responsibility to protect her from them, because you can Henshin and kill them permanently." Homura asserted.

"Responsibility… that's the one thing I hate the most." He replied, making Homura's glare worsen. "I'll tell you right now, I had my own reasons for fighting that Incubator, but it had nothing to do with responsibility, or any sort of sense of justice, and I'm definitely not interested in playing babysitter. Just leave me alone." With that he turned his back on the raven-haired girl, continuing his trek towards his bike. By this time the rest of the girls were outside, having watched most of the confrontation. Madoka apprehensively approached Homura.

"It's ok, Homura-chan, let's just…" Before Madoka could finish her sentence, Homura snapped her fingers, the girls all instantly falling to the ground unconscious. The biker heard the sound of the bodies falling and turned to see the strange scene, a look of almost concern appearing on his face.

"Hey, what the hell happened?" He asked, though his question fell on deaf ears.

"I was really hoping it didn't have to come to this, but I suppose it can't be helped." She said, her entire demeanor changing. He glared shifted into somewhat of a more passive, almost uninterested look, the bags under her eyes became much more noticeable as well, as if she hadn't slept in years. "I don't understand why you can kill Incubators, and honestly I don't really care, you can kill them, and that's good enough for me. If only you didn't have such a rotten personality, then I could leave the tampering with your memories to minimum, but as you are now you are unfit to protect Madoka, and so that has to be fixed."

"You…" The biker said accusingly, which only made Homura grin maliciously.

"I look forward to working with you, _Faiz-san~_." She mocked before bringing her hands together in a loud clap. Moments passed as the two stared each other down, eventually the biker looked around curiously.

"What, was that supposed to do something?" He said in his usual impolite tone. Homura was completely shocked, what happened, he should be a lot more pleasant, the knight in shining armor that Madoka deserved. But even without his comment, she could tell that her power didn't reach him, that he remained completely unaffected by it.

"What… what is this…?" She inquired out loud before clapping her hands twice again, still no effect. Her eyes popped into a psychotic glare as she clapped three times, the sound echoing unnaturally long and the world around her distorting slightly from how much power she was putting into it. Nothing.

"…It's pointless, your power doesn't work on me, Akuma." The biker spoke up, just shocking her all the more. "They never have." He added, looking up at the sky, undoubtedly gazing straight at the flock of otherworldly birds that any normal person would completely ignore.

How was this possible, admittedly this wasn't the first time Homura had met someone whom her powers had no effect on, but all of them were young children, curious and innocent, anything they said would be written of as their wild imagination. But then there was this man, clearly the same age as her and obviously not innocent, so how, how could he resist.

"Don't worry, all I know about you is what I've heard from Incubators I've killed, bits and pieces really, and I had no idea it was you they were talking about until just now." He admitted, as if attempting to calm her down. "Anyway, good luck trying to protect your friend, goodbye." He said as he turned around and finally made it to his bike, placing the belt and phone back in its case and into his bag. He then mounted the bike and placed his helmet over his head, turning it on and revving the engine.

"What… just what are you?" Homura said, just barely above a whisper, yet the biker somehow managed to hear it.

"…Inui Takumi, I'll tell you that much." He replied before raising the kickstand and riding the motorbike down the street. Homura stared at Takumi until he was out of sight, she didn't really know what to make of him, his resistance to her power was beyond troubling, but he seemed rather apathetic to her status as a devil, so perhaps he wouldn't become a problem.

She then turned her attention to the sleeping Madoka on the ground, kneeling down to better admire her sleeping form. She really wanted to just erase that whole horrible experience from her memory, but that would just make the next attack much more terrifying, so she decided against it. She lightly stroked Madoka's pink hair, the girl smiling at the contact, like a child that knew her mother's touch. Homura spared a smile at the reaction before switching to a determined stare.

"Don't worry Madoka, I will… definitely protect you."

* * *

Madoka blankly stared at her reflection as she absentmindedly brushed her teeth, she couldn't stop thinking about everything that happened the night before, the monster that attacked her and her friends, learning that for some reason those monsters are after her, and most of all, the masked hero that saved them. Well, perhaps "hero" wasn't the right word; he sure didn't act like one, that's for sure.

' _I have no interest in any of you, don't drag me into your problems._ ' His words echoed in her mind, did he really have to be so harsh.

"…Hey, Mama." Madoka said to her mother, Kaname Junko, who was preparing herself for the day right beside her.

"Yes Madoka." She replied. This was their usual routine, the mother and daughter shared the same bathroom and would often chat as they got ready, some of their best talks have happened in this manor.

"How do you make friends with someone who doesn't want to be friends with you?" She vaguely asked, not really sure how else to phrase it without alarming her mother.

"Hmm, now that's a tough one, in the first place it's not like you can just shake hands and agree to be friends with somebody, at least no genuine friendship is made that way. It usually just happens naturally, you meet someone and decide you want to get to know them, and if you get along well enough than you just naturally begin calling them your friend, and that feeling is usually mutual. That being said, the process becomes a lot more complicated if one person doesn't want it to happen, and if you try to force it you may just end up making them hate you." Junko explained as she did her make up.

"So it's impossible then." Madoka sighed dejectedly as she combed her hair. Junko placed her hand on her daughter's shoulder in response.

"Now, now, I didn't say that." She insisted, much to Madoka's confusion. "As long as your feelings are sincere I'm sure they will get through to them, you just have to try your best and never give up." She encouraged. She did a few more touch ups on her make up and left the bathroom, leaving Madoka to her thoughts. She wondered if that was really all there was too it, as far as she could tell that boy wasn't very friendly, perhaps it really was impossible.

The matter was pushed to the back of her mind however, as she remembered the attack itself, that creature made itself look like a normal human, it even had a job, if what the other girls said was true. She remembered Homura saying that they would definitely be coming after her again, the very thought of it scared her half to death, how was she ever going to feel safe again.

"I'm leaving." She said as she walked out the door, schoolbag in hand. She stared at the familiar steps that lead away from her home, contemplating exactly what she should do from now on.

"Good morning, Madoka." She heard, looking up to find Homura waiting for her just outside the fence that surrounded her home.

"Homura-chan, what are you doing here?" Madoka asked, surprised by the appearance of her friend.

"After what happened yesterday I didn't think it was a good idea to let you walk to school alone, so I came to pick you up." Homura explained, a comforting smile on her face. "Is that a problem?"

"N-no, not at all." Madoka replied happily. "In fact, I'm kind of relieved… ever since what happened, I was a little scared to be all by myself. Thank you, Homura-chan."

"It's my pleasure, Madoka." Homura insisted, returning Madoka's appreciative smile. "Let's go, or we're going to be late." She continued as she led the way. The two girls were silent for the most part; Madoka was sincerely thankful for Homura's gesture and was just enjoying the company. However, she thought back to the night before, how Homura seemed so determined to protect her despite the impossible odds. It made her think.

"Hey, Homura-chan." She spoke up, gaining her attention. "I was thinking, maybe we should try to become friends with Faiz-san." She suggested, a little nervously. Homura didn't turn to look at her, hiding the scowl that appeared on her face at the mention of Inui Takumi.

"Hmm, what do you mean exactly?" She replied as calmly as she could.

"Well, I mean, you're always taking care of me, even back then you were trying your best to defend me, even after seeing how easily Sayaka-chan and Kyoko-chan were beaten." Madoka began. "So I figured, if Faiz-san becomes our friend, then maybe he won't see protecting us as so much of an inconvenience, or something like that."

"That's impossible." Homura immediately replied, receiving a surprised gasp from Madoka. "That man said it himself, he has no interest in us, and I doubt he was the type to make friends easily to begin with. No matter how you look at it, becoming friends with that person is impossible." She asserted with absolute certainty, which was always very hard for Madoka to argue with.

"I… guess you have a point." Madoka said dejectedly, turning her gaze to her feet.

"It's unfortunate, but don't worry, I'll figure something out, I won't let anyone harm you, Madoka." Homura said with determination, however somehow it didn't make Madoka feel any better.

* * *

On the outskirts of Mitakihara City, a lone man wearing a long, grey coat rode into the city on a black motorbike, passing a sign that read the speed limit, much lower than how fast the man was going. As such, he caught the attention of a traffic cop, blaring his siren on his own bike to get the man's attention.

"You on the bike, pull over." The cop said through a megaphone, ensuring that the coated man heard him over the bike engine. The coated man complied and he pulled over in a secluded tunnel, he and the cop stepped off their bikes and walked up to each other.

"You were going over the speed limit, let me see your license." The cop stated, looking down at his clipboard, apparently writing him a ticket. The coated man just stared blankly in the other direction, taking off his sunglasses as a shadow appeared over his face.

"Is this okay?" He said, gaining the cop's attention. The cop dropped his clipboard in shock as he turned to see the man's Incubator form, like the one that attacked Madoka it was white for the most part, but this one seemed much bulkier, and with the motif of an elephant. The cop opened his mouth to let out a scream, but before he could two tentacles shot out of the Elephant Incubator's mouth, fazing into the cop's body in small, fluorescent portals. They began to absorb some sort of energy from the cop, rainbow colored streams traveling from him to the Incubator. The tentacles then retracted as the cop's body turned to ash. The Incubator admired its handy work before letting out a disappointed sigh.

"Hmm, I didn't really get much energy from him, I guess prepubescent females really are the most effective." It lamented. It then turned back into its human disguise, the coated man, and remounted his bike, continuing his trek into the city.

* * *

"Alright now, let's begin the "Protect Madoka from those Creepy Monsters" strategy meeting!" Sayaka announced. School had just been dismissed and the girls, including the middle school student Nagisa, had all gathered at a local café, at Sayaka's request.

"Miki-san, just what are you talking about?" Mami asked.

"I've been thinking about it, obviously we can't rely on that damn Nekojita, so we'll just have to figure out a way to fight off those Incu-whatevers on our own." Sayaka explained, brimming with confidence.

"And how exactly do you suppose we do that, last time I checked we got our butts handed to us the last time we tried to fight back." Kyoko reminded, a stick of pocky in her mouth.

"Don't you worry about that Kyoko, I've come prepared!" Sayaka replied boastfully as she slammed a large bag on the table. She then reached in and took out one of the items placed within, in this case, an aluminum baseball bat.

"…A bat?" Kyoko said with a deadpan look.

"Remember, despite that flashy entrance, all that Nekojita did was punch the monster, he even finished it off with a regular kick." She began. "So I figured, maybe that suit just gives him super strength and all you have to do to kill Incu-whatevers is hit them hard enough." She suggested, showing off the bat.

"They're called Incubators, Miki-san." Homura corrected, tired of her strange nickname for the creatures.

"But isn't beating it to death what you tried to do before?" Nagisa asked.

"Well, yeah, but unlike those rusty metal pipes we were using, these were specifically made to hit things, and this time around we'll be more strategic with our bashing than last time."

"Strategic?" Madoka said quizzically.

"Here's what we do, when one of those monsters show their face, one of us runs up to them and hits it in the knee with their bat, making it kneel in pain. Next, another one of us sneaks behind it and nails it in the back of the head, forcing it to the ground. Finally, we all gang up on it, hitting as hard as we can with our bats until it dusts! So, what do you think, fool proof, am I right?" Sayaka asked, looking to see her friend's reaction to her "brilliant" plan. The girls were all much less enthusiastic about her plan than the blunette was; most, if not all, had exasperated looks on their faces.

"Well, I suppose it's better than nothing." Mami sighed.

"Not like I've got a better plan?" Kyoko admitted.

"That's what I like to here, now everyone take a bat, and make sure you keep it on you at all times." Sayaka said, pushing the bag to the center. Everyone reached in and grabbed a bat, they were all relatively light due to their material, but that just made it easier for them to put more force into each swing, a rather good choice on Sayaka's part. Homura stared blankly at the weapon before glancing at Madoka who looked at it apprehensively.

"Madoka, you don't need to take one, you won't be going anywhere near the Incubator." Homura said, reaching out to take the bat from her.

"No, it's ok Homura-chan, I want to have one." Madoka stated, much to Homura's surprise. "The Incubators are after me after all, if wasn't for me… I'd feel bad if I didn't at least help out."

"That's the spirit, Madoka!" Sayaka praised, giving the petit girl a thumbs up.

"Just be careful ok, like you said, you're the one they're after." Mami said in a concerned tone. Madoka replied with a compliant nod.

"This better work though, I'd really rather not get slammed into another wall." Kyoko said, balancing the bat in her palm.

"Trust me, Kyoko, those Incu-whatevers won't know what hit 'em!" Sayaka insisted.

"She's still calling them that." Homura sighed.

* * *

"So for now I guess we should all stick together, from what I understand the key to Miki-san's plan is our strength in numbers." Homura said as the girls walked through the shopping district.

"Sounds good to me." Kyoko replied. "So what do you guys wanna do, hit the arcade, maybe catch a movie?"

"Sakura-san, didn't you say you had a homework assignment today." Mami interjected a bit menacingly.

"Eh, I was hoping you wouldn't remember that." Kyoko cringed.

Madoka was silent as they walked through town; staring at the bat Sayaka gave her. She wasn't sure if this plan was going to work at all, she didn't really know why, but somehow she felt like this was bigger than any of them could understand. She was pulled out of her thoughts when something across the street caught her eye.

"Hey everyone, isn't that…" She said as she pointed to what she saw. Everyone looked over to see a very familiar looking motorbike parked at a restaurant.

"AH, that's… then does that mean…!" Sayaka exclaimed as she rushed across the street and looked through the window of the shop. She scanned the room and eventually her eyes fell on Takumi, sitting alone at a table and blowing on a bowl of ramen.

"I knew it, it was him!" She said before stomping into the restaurant and up to Takumi, the rest of the girls following. "Hey, Nekojita!" She said, gaining his attention.

"You… what the hell are you doing here?" Takumi asked, his mood suddenly turning sour.

"I could ask you the same thing!" Sayaka shot back. "How could you just be here nonchalantly eating ramen after abandoning us like that?"

"It's my dinner obviously, and didn't I tell you before to leave me alone!" Takumi said, pointing his chopsticks at her incriminatingly.

"Why you…" Sayaka growled before Madoka ran up and held her back.

"Sayaka-chan, stop it." Madoka pleaded. Takumi then stood up from his seat and slammed some money on the table, presumably the price of the ramen he ordered. He then took his coat that was hanging on the chair and made his way to the exit.

"Hey, where are you going!?" Kyoko said as Takumi passed.

"Anywhere you aren't." Takumi replied.

"That's not what I meant!" Kyoko stated standing in front of the door, blocking Takumi's escape route. "You can't just leave your food there like that, it's completely wasteful, that I can't forgive." She glared daggers at him, dead serious on the matter, but Takumi was unfazed.

"Then you go eat it, my treat, in exchange don't bother me anymore." Takumi replied, only making Kyoko's glare worsen.

"I-it's ok Faiz-san, we were just leaving, sorry for disturbing your meal." Mami intervened, standing between the two.

"That's right, I just came in here to tell you that we don't need you anymore." Sayaka claimed, a smug look on her face. "We've figured out how to kill Incu-whatevers ourselves, so from now on… we're rivals!" She announced, pointing at him challengingly.

"Is that so, that's fine I guess, as long as you don't keep pestering me." Takumi responded, returning to his bowl of ramen. Sayaka glared at him for being so apathetic about her declaration, but decided to just drop the matter there.

"Come on guys, let's leave the Nekojita to his blowing." Sayaka said as she turned on her heel and exited the store with Kyoko. The rest of the girls did so as well, Madoka bowing apologetically to Takumi before taking her leave.

* * *

"Grrr, that guy pisses me off so much!" Sayaka complained, clenching her fists and grinding her teeth.

"Even so, was it really necessary to antagonize him like that?" Mami inquired.

"He's obviously our enemy, anyone who would just waste such good food just to get away from us is definitely our enemy." Kyoko asserted, much to Mami's exasperation.

"F-for now why don't we just try to forget about it, Sayaka-chan, I heard there are some new games at the arcade, why don't take a look." Madoka suggested.

"…Well, I guess I do need to let off some steam, alright, let's do it." She agreed in a more cheerful tone, much to Madoka's relief. "I won't lose to you this time, Kyoko." She challenged.

"Oh yeah, bring it on then!" Kyoko replied, a determined look on her face.

The whole group made their way to the arcade, it wasn't too far away, just a few blocks of walking, but just as they turned the last corner, they were stopped by the sight of the coated man, leaning on his parked bike, facing away from them.

"Eh, I guess these types of guys hang around here too." Sayaka said, assuming him to be some sort of thug.

"Let's not worry about him, I'm sure if we don't bother him he won't bother us." Mami assured.

"Madoka, stay close to me." Homura said, standing close to Madoka protectively. They made their way towards him but before they could pass, he spoke.

"Akemi Homura," He said, walking away from his bike and removing his sunglasses. As soon as he said her name, Homura knew what was happening. "Relinquish the Fragment to me." He ordered. A shadow appeared on his stone cold face before he took his true form as the Elephant Incubator.

"It came!" Sayaka exclaimed as she and the rest of the girls all surrounded Madoka protectively. Sayaka and Kyoko then brought out their bats, ready to fight. "Alright everyone, just as we planned." Sayaka said, the girls all nodding in agreement.

The Incubator began to walk towards them, its footsteps heavy and powerful. Sayaka let out a determined scream as she charged towards it, her bat raised as if to hit it on the head. However, at the very last second she lowered it so that swing connected with the monster's knee instead, but once it made contact, it immediately bounced off, vibrating violently.

"What the…" Sayaka said as she steadied herself and swung the bat again, hitting the creature's knee over and over, with no effect. "You've gotta be kidding me!" She cried going for another swing, but this time the Incubator grabbed it and forced it out of Sayaka's hand. It then grabbed it with both hands and slowly but surely bent it in half before tossing it to the side.

Sayaka backed away fearfully as the Incubator approached her, it reached out to grab her when it felt a slight tingle on the back of its head. It turned around to see Kyoko had snuck behind it and was in fact the one that hit it in the head, but again, it did nothing to phase it.

"Sayaka, run!" Kyoko said as she took another swing at the Incubator, and then a third. The last one was caught and the Incubator kicked Kyoko in the gut, forcing the bat out of her hands and sending her flying back.

"Kyoko!" Sayaka cried with concern, but before she could react the Incubator swung its arm around and hit Sayaka in the face, sending her flying into the wall of the building next to them.

"I will never understand you Humans, didn't you learn during your last encounter with our kind that bludgeoning us with metal objects is futile." The Elephant Incubator stated as it examined the bat he took from Kyoko, only to toss it to the side, unimpressed.

"Gah, any more bright ideas?" Kyoko yelled to Sayaka as the two girls forced themselves to their feet.

"…I'll get back to you on that." Sayaka replied as she clutched the side of her face that was hit. The Incubator then turned its attention to the rest of the girls, specifically Madoka.

"Now, relinquish the Fragment to me, I will not ask again." It said as it approached them.

"H-Homura-chan…" Madoka said as she clung to Homura. She glared at the Incubator, pure hatred in her eyes, before it was impaled with the spears of the Clara Dolls, again having thrown them out of sight.

"Now, run!" Homura instructed as she grabbed Madoka by the hand and ran down the street. Mami grabbed Nagisa's hand and followed them as well.

"Hey, wait up!" Kyoko called to them as she and Sayaka found the strength to run after them.

Homura clenched her teeth, their only option was to alert Inui Takumi and hope that he would take action. She tried to guide them back to the ramen shop but unsurprisingly the Elephant Incubator regenerated and blocked their path.

"This way!" She said, guiding them in the opposite direction.

* * *

Back at the shop, Takumi was still blowing on his ramen; the steam was beginning to dissipate, signaling it was almost ready to eat. But before he could test it, he suddenly noticed a strange distortion in the world around him, the Devil was using her power, and Takumi knew that could only mean one thing.

"Geez, those guys again." He lamented as he grabbed his coat and ran out the door.

* * *

Homura had led the group all the way to the docks, the Incubator pursuing them relentlessly. She had given up on attacking it with Clara Dolls, she knew by now that it was just a waste of energy, so then what else could she do? Madoka glanced over her shoulder, catching a glimpse of the Incubator striding towards them, and as she did she lost her footing and tripped, causing the rest of the group to stop.

"Kaname-san!" Mami exclaimed as she and Sayaka helped her to her feet.

"This thing ain't giving up, we're just gonna get tired running from it." Kyoko lamented, already feeling slightly winded.

"So what do we do then?" Nagisa asked, a worried, almost terrified look on her face. Homura just looked at the ground, she couldn't do anything to protect Madoka, her grip not even tight enough to keep her from tripping. She looked up at the Incubator as it got closer and closer, but what really caught her attention was the black and red blur that was quickly approaching them.

Once it got close enough, everyone could hear the roaring of an engine, gaining everyone's attention. The Incubator turned to see Takumi on his motorcycle coming right at him, it prepared to leap out of the way, but Takumi accelerated at the last minute, ramming into it and sending it flying over the girls and landing in a pile of trash. Takumi quickly removed his helmet and dismounted his motorcycle, revealing himself to the girls.

"Faiz-san!" Madoka exclaimed in shock at his sudden appearance. Takumi ignored her comment and pulled out the briefcase out of his bag, quickly opening it and pulling out the Faiz Gear. He placed two items into holsters on each said of the belt and strapped it on, flipping open the phone and typing in the code 5-5-5-Enter.

" _Standing By_ "

"Henshin!" Takumi cried as he placed the Faiz Phone into the belt.

" _Complete_ " The belt stated. The Photon Streams covered Takumi's body and in a flash of light he was transformed into Faiz. He lowered into a battle stance as he saw the Elephant Incubator emerge from the trash.

"So you came, Faiz, I was hoping you would." It said, much to the girl's surprise. "I will take back what is rightfully ours." With that Faiz rushed up to the Incubator, throwing a punch but it was evaded when the Incubator stepped to the side. It retaliated with a punch of its own, but Faiz easily blocked it, leaving it open for a punch to the face. The jab connected, but to Faiz's shock, it actually hurt his hand, it also didn't seem to do any damage whatsoever. The Incubator tried to nail him with a punch in his confused state, but he evaded it and blocked a follow up punch. Faiz then tried a punch to the Incubator's exposed chest, but like before he felt like he was punching a wall, it did more harm than good.

The Incubator attempted to punch Faiz in the face, but he narrowly ducked under it and countered with a kick that made the Incubator stumble slightly. He then went in for another punch, but the Incubator beat him to it, colliding its fist with Faiz's chest and sending him staggering back. Faiz clutched his chest in pain but before he could recover the Incubator landed another strong punch to his gut, gaining a loud, painful grunt from him. Faiz had to take a moment to steady himself, the Incubator seemed certain that the battle was nearly finished, but as it threw another punch at Faiz he evaded it and came back with a hard hitting punch of his own, finally causing some damage. Not willing to waste the opening he created, Faiz landed a barrage of heavy punches, not giving the Incubator a chance to recover. The Elephant Incubator was forced back with every punch, what it had in strength and defense it lacked in speed and reaction time; all it could do was helplessly endure the onslaught. Eventually, Faiz felt that the Incubator was weakened enough and so he kneeled down and in preparation to dash.

"Here it comes, the final kick." Sayaka said, recognizing the pose from the previous battle. As she predicted, Faiz dashed towards the disoriented Incubator and landed a powerful kick to its chest, sending it flying into some debris, out of sight. Faiz let out sigh as he turned around and began walking away from the scene of the battle. However, before he was even half way gone, the Elephant Incubator burst out of the debris, its lower body now the size and shape of an elephant.

"What the hell is that!?" Kyoko exclaimed at the oversized transformation. The Incubator stood on its hind legs about to stomp on Faiz, but luckily he rolled out of harms way just in time. However, just as he steadied himself the Incubator charged at him, ramming into him and sending him flying into another pile of trash.

"Faiz-san!" Madoka cried with concern. The sound of her voice made the Incubator turn its attention back to them, it let out a menacing growl before charging towards them at full speed. The girls all ran as fast as they could from the stampeding Incubator, but it was catching up quickly. Sayaka then spotted an old van and quickly led the group to it.

"Quick, in here!" She instructed, sliding open the door. The girls were too frightened to question the hiding spot and all piled in, Sayaka shutting the door behind her. The Elephant Incubator effortlessly tipped the van over, the girls screaming in terror as the car now sat on its head, the glass of the windows breaking into countless pieces.

"Ok, that's it, you don't get to make the plans anymore!" Kyoko shouted. She looked around frantically and saw that the window on the other side of the van was large enough for them to crawl through. "Come on, we gotta get out of here!" She said as she crawled out of the van. The rest followed, picking up their pace as the Incubator slammed its front legs on the van, crushing it slightly. Eventually, everyone was out except Madoka, she quickly tried to crawl out as the Incubator crushed the van again. She tried to resume, but found that she couldn't move; her foot was stuck on the crushed seats.

"I'm stuck!" She cried, causing Homura and Kyoko to try and pull her free, to no avail. Tensions rose to new heights when the van was crushed even further, narrowing the escape route and trapping Madoka even more. Homura's heart was breaking as she helplessly pulled on Madoka's arm, watching as her best friend's face was contorted into one of pure terror.

It was then that Faiz pulled emerged from the pile of trash he was knocked into, steadying himself as he turned his attention to the scene. He let out a low grunt, a determined look behind his helmet, as he flicked his right wrist. He reached to the side of his belt, unhooking what seemed to be a strange looking flashlight from its holster. He reached his other hand to the Faiz Phone, sliding out a data chip that was shaped like a caricature of Faiz's face.

" _Ready_ " The "Faiz Pointer" said as he slid the "Mission Memory" into a slot on it, extending the barrel of the device. He then kneeled down and attached the Faiz Pointer to his right boot, locking into place so that it was parallel with his leg. He then opened the Faiz Phone and hit Enter.

" _Exceed Charge_ " The belt announced, sending a beam of light down the Photon Stream on his leg, ending at the Faiz Pointer with a "bing". Without a moment's hesitation, Faiz dashed towards the unsuspecting Incubator, leaping up into the air far above them all. He did a flip in the air and pointed his legs at the creature, a beam of red light shooting out of the Faiz Pointer. It stopped just before the Elephant Incubator, expanding into a red energy drill, finally gaining the Incubator's attention.

Everyone looked up and stared, Faiz's right boot glowing bright red as he did a flying side kick into the drill. It impaled the Incubator, spinning rapidly and causing it noticeable pain. The girls jumped a little as Faiz landed beside them in a flash of red light, he paid no mind to them as he looked back at the suffering Incubator. A red Phi symbol hung in the air for a moment before the Incubator burst into flames, letting out a loud scream as it turned to ash.

The girls were all silent; Sayaka was in total awe at the amazing looking finisher, while the rest were just relieved that the creature was dead. Faiz then turned his attention to the crushed car, and the thin little hands that were popping out of it.

"Move." Faiz said as he shoved Sayaka out of the way. Before she had the chance to say anything, Faiz grabbed the bottom of the window, placing his foot on the roof as he pulled on it, prying the window open. "Give me your hand." He ordered as he offered Madoka his own gloved hand. She hesitantly obliged, grabbing his hand as he tugged on it, dislodging Madoka's foot and finally pulling her to safety. He helped her up to her feet, she looked up at him as he looked down at her, neither one said anything as Faiz simply turned away and began walking back to his bike, canceling the transformation on the way.

"…Eh, is that it!" Kyoko called to him in an angry tone.

"What, do you still need something." Takumi asked, looking over his shoulder at her.

"Read the moment damn it, aren't you even going to ask if we're ok?" Kyoko asked.

"How many times to do I have to tell you, I have no interest in you people, I noticed the Incubator so I fought it, that's all." Takumi asserted.

"You keep saying that you don't care, but you haven't failed to rescue us just in the nick of time yet." Mami interjected before Kyoko could continue her rant.

"Yeah, if we're such a bother to you, why not just kick back and let the Incu-whatever have its way with us before you fight it." Sayaka added.

"Just what kind of person do you take me for, I said I wouldn't babysit you, but I'm not going to just ignore you and let you die either, I just happened to be in the area when the Incubator attacked, it was coincidence, pure coincidence." Takumi insisted, much to even Mami's chagrin. "That's why you should be more careful, I won't always be around to save you, nor do I intend to be, bye." He warned them before turning back towards his parked bike.

"Alright, that does it, that guy is definitely our enemy." Kyoko said with absolute certainty.

"Well, at the very least he isn't an ally." Mami conceded, officially giving up on playing peacemaker. Madoka's spirit fell at the exchange, why couldn't they all just get along. She glanced back at the pried open window; she tugged on her skirt anxiously as she remembered the experience. However, moments later an uncharacteristically determined look appeared on her face, catching Homura's attention.

"What's wrong, Madoka?" She asked, but received no answer as Madoka turned and walked passed the rest of the group, much to their confusion.

"Wait!" Madoka called to Takumi, making him stop.

"What now?" Takumi replied indignantly, staring at her with an annoyed look that made her lose some of her resolve.

"U-um… can you at least tell us your name this time?" Madoka requested.

"The gloomy one knows it, ask her." Takumi informed, pointing at Homura.

"Eh, Homura-chan?" Madoka said with surprise, looking back at her slightly flustered friend.

"Hey, what gives, when did you learn that?" Kyoko interrogated.

"And more importantly, why didn't you tell us?" Sayaka added.

"W-well, that's because…" Homura stuttered, shooting a glare at Takumi. While she was curious on the matter, Madoka returned her attention to Takumi.

"No, I want _you_ to tell me." She stated.

"Why does it matter, whether or not you know my name or not?" Takumi asked, his patience wearing thin.

"Because… when you meet someone, you should properly introduce yourself to them, that's the rule." Madoka shot back, much to Takumi's surprise. After a moment of silence, Madoka put her feet together and bowed politely at Takumi.

"It's nice to meet you, my name is Kaname Madoka. I'm a first year student at Smart Brain High School and am currently being targeted by the Incubators, and…" She paused as she stood back up straight, her determination returning to her. "…I want to be friends with you!" She declared, shocking everyone, especially Takumi.

"…Huh?"

* * *

 **A/N: Alrighty guys, that's chapter 2 for ya, hope you guys liked it. Now, I'm not sure when I'll update this story again, probably soon, since I'm pretty much finished with the next chapter of Sword Ed Online, I just have to sit down and crap the ending out, fingers crossed it doesn't take the rest of summer vacation to do that, LOL. Well, that's all for now, take care everyone, and remember to R &R please.**


	3. I'll Definitely Become Friends With You

**A/N:** **... I'm too ashamed to say anything, so let's just get to the chapter.**

 **Disclaimer: I don't own Kamen Rider 555 or Puella Magi Madoka Magica**

* * *

 **I Will Definitely Become Friends With You**

" _No, I want you to tell me." She stated._

" _Why does it matter, whether you know my name or not?" Takumi asked, his patience wearing thin._

" _Because… when you meet someone, you should properly introduce yourself to them, that's the rule." Madoka shot back, much to Takumi's surprise. After a moment of silence, Madoka put her feet together and bowed politely at Takumi._

" _It's nice to meet you, my name is Kaname Madoka. I'm a first year student at Smart Brain High School and am currently being targeted by the Incubators, and…" She paused as she stood back up straight, her determination returning to her. "…I want to be friends with you!" She declared, shocking everyone, especially Takumi._

"… _Huh?"_

"L-like I said, I want to be friends with you." Madoka repeated, her determination never wavering.

"Hey, hold on, haven't you been listening, I don't want anything to do with you, like hell I would become your friend, don't just say stupid stuff like that." Takumi shot back baffled by the mere prospect of forming a friendship with this girl. With that he turned back and mounted his bike, switching it on and placing his helmet on his head in preparation to leave.

However, Junko's words echoed in Madoka's head.

' _As long as your feelings are sincere I'm sure they will get through to them, you just have to try your best and never give up.'_ With a determined grunt she trotted up to the bike and heaved herself up onto the seat, completely shocking everyone.

"Hey, what the hell are you doing!?" Takumi exclaimed, looking at the pinkette over his shoulder.

"Don't you know, if you want to be become friends with someone you have to get to know them first, and I can't do that if we're not together." Madoka replied matter-of-factly.

"The hell kind of logic is that, hurry up and get off." He ordered bitterly.

"No." Madoka refused, a pouting look on her face. Everyone was stunned, up until now Madoka had been cowering at Takumi's rude remarks, now she was practically ordering him to be her friend, it was a sight to see to say the least. Takumi glared at Madoka through the open visor on his helmet and to his surprise Madoka stared back, she wasn't going to back down. Takumi let out a defeated sigh.

"Fine, do whatever you want… there's a spare helmet in the bag." He said, turning back around. Madoka grinned in triumph before turning around to sift through the aforementioned bag.

"Hmm, helmet, helmet… ah, here it is!" She stated as she pulled out the object. It was a simple white motorcycle helmet with a full-face visor to keep the wind out of the wearer's face. Madoka quickly plopped it on her head, it was little big for her though, and strapped it in place. "Alright, ready!" She informed.

"Wait!" Homura finally spoke up, rushing over to the bike. "Madoka, you can't actually be considering going alone with this man, it's much to rash, and I will not allow it!" She asserted.

"It's ok, Homura-chan, I don't think he'll do anything weird to me." Madoka assured with a smile. "Also, if another Incubator attacks, Faiz-san will protect me, right Faiz-san?"

"We'll see." Takumi replied indignantly. Before Homura could protest any further Takumi slammed the visor on his helmet shut and revved the engine of his bike, startling Madoka a bit. He then quickly hit the gas and with a screech of tires on concrete they were off, Madoka clinging to Takumi for stability and Takumi letting out an exasperated sigh.

The rest of the group just stared as Takumi road off with their friend, Homura almost ran after them on foot, but stopped after a few steps realizing it was pointless.

"She… actually left with him." Sayaka said incredulously.

"Will Madoka-nee-chan be ok, Faiz-san seemed kind of angry." Nagisa asked nobody in particular.

"Honestly, I can't say that I'm not concerned." Mami admitted.

"Of course, how can you not be!" Kyoko responded. "I'll bet you my entire life savings that he ditches her the first chance he gets."

"That's not really saying much though." Sayaka deadpanned, fully aware of Kyoko's poverty. However, it was enough to make Homura's concern skyrocket, she clenched her fists and stared at the ground, cursing herself for not seeing this coming.

"Madoka… I thought I made it clear that it was pointless." Homura lamented, bringing the girls' attention back to her.

"Wait, you knew about this, Akuma-san?" Sayaka interrogated.

"She mentioned something like it this morning." Homura confessed. "This is my fault, I should've taken her more seriously…" The Devil sulked in her own sorrow; it had been one failure after another lately, she could do nothing to protect Madoka from the Incubators and the only person capable of doing it in here stead she wasn't able to control, and as a result, she has forced Madoka to take such rash action.

The girls noticed Homura's mood sink, if anything they knew how much she cared about Madoka, so she was probably taking this harder than she should. Sayaka, albeit reluctantly, approached her and put a comforting hand on her shoulder.

"Well, try not to beat yourself up over it, Akuma-san." Sayaka said lightheartedly. "There's no way anyone could've talked her out of it, believe me, I've tried." Homura looked at Sayaka quizzically at her statement.

"Huh, what do mean…?" She asked.

"Well, I don't think it's any secret that I didn't like you when we first meet, you were distant and kind of creepy, nobody even had the guts to look in your direction." Sayaka began. "But… then Madoka transferred back in, I tell you she hasn't changed a bit in the three years she was away, we pretty much picked up right where we left off. Anyway, she told me about how you approached her on her first day back and I told her that she should probably steer clear of you, but no matter what I said she still talked to you every chance she got and eventually you joined our little group… Madoka just has that kind of effect on people." She explained.

Homura was surprised, she remembered that time well; she figured that Madoka was afraid of her after their "first" encounter, so she was perfectly content with just watching over her from afar. Yet somehow Madoka managed to get close to her again, or as close as she could get without discovering the truth, she never really stopped to think about just how incredible that was of her.

"Well, she's right about that." Kyoko chimed in. "The girl just kind of grows on you, whether you want her to or not." She added.

"Indeed, she is incredibly kind, caring, and trusting, you couldn't ask for a better friend." Mami said with a bright smile, Nagisa giving an approving nod next to her.

These were all things Homura already knew, she had experienced them first hand what felt like hundreds of years ago, but perhaps they had a point, if there was anyone that could crack that antisocial boy it was Madoka. She then mustered up an appreciative smile and turned attention back to the road.

' _Madoka, good luck._ ' She thought to herself, choosing to believe in her friend.

* * *

Takumi just stared irritated at the screen of an arcade fighting game, the words "you lose" flashing in bright red letters. Madoka had dragged him into the arcade that she and her friends were planning on going too, forcing him to play some of the new games they had recently installed. Takumi heard a satisfied giggle come from the machine across from him, peaking to the side to see Madoka playfully flashing the "V for Victory" sign.

"He, he, looks like I won, Faiz-san." She said with glee.

"Congratulations, I was no match for you, good bye." Takumi replied in monotone before getting up from the machine and walking away.

"Huh, w-wait, we had a deal!" Madoka protested as she quickly followed after him. "You said you would tell me your name if I won!"

"I never agreed to that, don't just decide things on your own." Takumi asserted, much to Madoka's disappointment.

"Aw, no fair, and that was the first time I actually won at a game too." She lamented, but quickly perked up as they passed the prize grabbers. "Ah, they have new prizes in the prize grabbers, aww, look at that cute kitty cell phone strap!" She cooed as she pressed her face against the glass of the machine. She reached into her pocket and pulled out a 100-yen coin, inserting it into the slot bringing the machine to life.

Takumi just leaned on the machine as he watched Madoka guide the claw over her intended target, staring intently as she made small adjustments to the claw's position. Eventually she slammed down on the release button with a determined grunt, causing the claw to drop down directly over the strap. Madoka had a hopeful look in her eye as the claw shut closed, but it disappeared as the claw came up empty, the object slipping right threw its grip.

"Aww, I failed." She said dejectedly.

"You know these things are rigged right, the claw is specifically designed to give you a low chance of ever getting anything." Takumi informed, as if to reprimand her for even trying.

"Faiz-san, why don't you try?" Madoka suggested, completely ignoring his warning.

"No way, you waste your money on a second try if you want, just don't expect me to just stand here and keep watching you fail." Takumi replied.

"Mmm, I guess you're right, it would be better if we found something we could play together." Madoka said as she began to search the area for an appropriate game.

"You completely misunderstood me, didn't you?" Takumi sighed exasperatedly, leaning back on the prize grabber. After a moment of scanning the room, Madoka found just what she was looking for.

"Ah, Faiz-san, let's do that!" She cried as she grabbed Takumi by the sleeve and dragged him over to the new machine.

"Gah, hey, what is it now?" He asked before he took a look at the machine. It was a flashy, pink machine decorated with hearts and such, the words "compatibility reader" flashing on the screen. The mere sight of it made Takumi's eye twitch in annoyance.

"This is a pretty popular one, you put in your initials here and it tells you how good of a match you are." Madoka explained, already entering her initials M.K. Takumi snapped himself out of his irritated daze in order to respond.

"Hey, hang on a second, isn't this thing made to be used by couples?" Takumi pointed out, much to Madoka's surprise.

"Huh, mmm, I guess it's most frequently used by couples, but I think it can be used by normal friends too, I did it once with Homura-chan." Madoka replied with an innocent smile.

"Ah, I see, that's why." Takumi whispered, figuring it was something along those lines.

"Anyway, just enter in your initials and we can get started." Madoka instructed, gesturing to the male side of the machine. Takumi shot her an irritated glare before sighing in defeat, walking up to the control pad. Madoka watched intently as Takumi entered in two letters. "F… S?"

"For Faiz-san." Takumi deadpanned, much to Madoka's shock.

"Oh come on, that's cheating!" Madoka complained.

"You're the one trying to cheat here!" Takumi rebuked. "I refuse to give you any hints to my name, so either settle for this or we don't play." He asserted. Madoka pouted for a moment before accepting the terms.

"Oh fine, let's see how it works out." She said as she hit the enter button. A heart shaped loading icon appeared on the screen for a few seconds before a blue screen with the number 30% replaced it.

"Eh, 30%!?" Madoka cried in shock and disappointment.

"Wow, with a score like that we're practically mortal enemies. Well, I didn't need a machine to tell me that." Takumi said nonchalantly. "I guess this means we should part ways here, good luck with the Incubators, good bye." He said as he began to walk away, however before he even took three steps Madoka grabbed him by his coat.

"No, that didn't count, you didn't even use your real initials!" Madoka protested as she held him back. Takumi turned back around, shooting her an irritated glare.

"Listen you, I…" He began, but was interrupted by the loud sound of his stomach grumbling. Madoka just stared at Takumi quizzically at the sound, Takumi's face taking on a slight blush in embarrassment.

"…Are you… hungry Faiz-san?" Madoka asked, just adding to Takumi's embarrassment.

* * *

"Don't worry, I'll pay for it," Madoka insisted as she and Takumi sat at the same ramen shop they found him at earlier that day. "It's the least I can do, after all, you couldn't eat before because you came to save us, right?"

"Don't jump to conclusions," Takumi retorted. "I told you before, I fight Incubators for my own reasons, it has nothing to do with wanting to save you or your friends." He repeated for what felt like the hundredth time, however, Madoka's smile never left her face.

"You say stuff like that, but… even after the Incubator was dead, you stayed to help me." Madoka pointed out.

"That was… your friends would've complained if I didn't help you out, I thought if I took the initiative you people would just let me go in peace, _obviously_ my efforts were in vain." Takumi explained, stressing his irritation at the situation. Madoka's face fell into a more neutral expression at the statement, she didn't think he was lying, and yet…

"Sorry for the wait," A server said as he brought over the duo's orders. He placed two bowls of ramen on the table, one in front of each. "Take your time, enjoy." He said before taking his leave.

Takumi shifted his entire focus on the food in front of him, he grabbed a pair of chopsticks from the ones provided, taking a few strings of noodles and blowing on them. Madoka just watched intently as Takumi kept blowing and blowing, eventually Takumi shot her a glare, causing the girl to become slightly flustered. However, Takumi paid no mind to it and grabbed the glass of cold water he was previously served. To Madoka's surprise, he poured the water into his bowl, mixing it with the broth in order to cool it down. The steam settled and so Takumi finally began eating, somehow Madoka could see the satisfaction in Takumi's eyes as he enjoyed the flavor of the noodles, causing her to giggle lightly.

"What?"

"Nothing, it's just that you kind of remind me of Kyoko-chan when you eat so happily like that." Madoka replied.

"Who's that, the obnoxious red one, or the overzealous blue one?" Takumi asked.

"…Uh, she's the one with long red hair, in a pony tail." Madoka described, uncomfortable using the descriptions Takumi used.

"Oh yeah, her, in that case don't compare me to someone like her, it's annoying." He requested before slurping up another batch of noodles.

"Oh, speaking of Sayaka-chan and Kyoko-chan, I remember this one time they got into a fight over which one was better, ramen or yakisoba." Madoka reminisced. "It turned into a pretty heated argument, in the end I couldn't decide one way or the other; they got really mad."

"The hell's up with that, ramen is obviously better." Takumi replied, much to Madoka's surprise.

"Huh, you think so Faiz-san," Madoka said, perking up a bit. "That's great, Sayaka-chan will be happy to know she has an ally."

"It's just my personal opinion, don't go and do something so troublesome." Takumi insisted.

"But you said it was _definitely_ better, so you must have a strong opinion about it, right?" Madoka stated.

"…Well, it is my favorite food after all." Takumi admitted, taking another sip of his noodles. He waited for some annoying response from the pinkette, but it never came. He looked up at her to find that her face had lit up, a wide smile on her face and her eyes practically sparkling. "W-what's up with that creepy look?"

"I just learned something new about you!" Madoka cried in delight. "I see, so Faiz-san's favorite food is ramen." She looked down at her own bowl, grabbing a pair of chopsticks. "Ramen, mmm, mmm." She repeated with a satisfied nod. "Itadakimasu!" She said before digging into her food.

"Don't make such a big deal about a fun fact, geez." Takumi complained. From that point on the two ate in silence, Takumi finished before Madoka, so he just sat there and waited as she daintily sipped up the last of her broth.

"Thanks for the meal." She said before leaning back on her seat, patting her stomach. "Ah, that was really satisfying."

"Full after just one bowl?" Takumi almost teased.

"Gehihihi, mama always said I eat like a little kid." She replied sheepishly. Suddenly, her face shifted to a look of realization as she quickly stood from her seat. "Sorry, I have to go to the bathroom." She informed, taking her school bag with her. "I'll be back soon." She assured before making her way to the restroom. Takumi watched her leave; once she was out of sight he quickly grabbed his coat and ran out of the shop to his motorbike.

"You gotta be kidding me, even if she was my wife I wouldn't be able to stay with that annoyingly clingy girl." He said to himself as he placed his helmet on his head and his gloves on his hands. He flipped down the visor on his helmet and hopped on the bike, revving the engine and pulling up the kickstand before driving it out of the parking lot of the shop.

"Sorry for the wait." Madoka said as she approached their table. However, Takumi was nowhere to be seen. "Huh, Faiz-san?" She said as she scanned the store for him. "W-wait, he couldn't have…" She said frantically before rushing out of the store, though not before placing the money for the meal on the table of course. She looked all around the parking lot but Takumi's bike was nowhere to be found. "He… he ditched me." Madoka realized, a few distressed tears forming in her eyes. She walked over and sat on a nearby bench, sulking with a crestfallen look on her face. She was very enthusiastic about this endeavor at first, she herself was having a good time, but now that she thought about it the only way she could describe Takumi the whole time was annoyed.

"Maybe… this really was impossible." She said in a low voice, a tear falling from her eye.

Suddenly however, she heard the familiar sound of a motorcycle engine, looking up hoping to see Takumi returning. However, she instead caught sight of three unfamiliar looking bikes, all quickly closing in on her. She became a little nervous, they may have been some sort of biker gang, or worse, a group of Incubators ready to gang up on her while she was unprotected. However, once they got close enough, she noticed that they were all wearing female school uniforms, the ones from her school no less. One lone biker pulled up to her, raising her visor to reveal none other than Homura.

"Eh, Homura-chan, everyone?" Madoka said in shock, the rest revealing themselves to be her friends. "What's going on?"

"In the end I couldn't just let you go alone with that suspicious man, so we decided to follow you." Homura said. Dancing into the shadows, completely undetected, was a Clara Doll that she had sent to watch the two.

"She was totally willing to just go on foot too, but there was no way that was happening, so we rented these." Sayaka added, referring to the three bikes the girls were riding. Mami drove the first bike with Nagisa riding with her, Kyoko drove the second, with Sayaka tagging along, and Homura was alone on the last bike.

"Looks like we were right to follow you after all." Kyoko spoke up. "He ditched you didn't he?"

"Eh, w-well…" Madoka stuttered, quickly wiping the remaining tears from he eyes. Homura just looked at Madoka's dejected and disappointed look, sadness evident on her own face.

"How long ago?" She asked.

"Huh, uh, just now actually…" Madoka sheepishly admitted. With that, Homura reached over and grabbed a pink helmet, handing it to her.

"He couldn't have gotten far, if we hurry we can still catch him." She said, much to Madoka's surprise.

"Huh, b-but, weren't you against it in the first place?" She inquired, certain she would've been chastising her right now.

"Of course, in fact personally I'm still against it." Homura began. "However… I suppose I've decided to put my faith in you."

"Homura-chan…" Madoka said in awe. She looked passed her to the rest of her friends, they all gave her supportive smiles and nods of approval. "Everyone…"

"If you believe this to be the best course of action, then we will support you, Madoka." Homura concluded. Madoka was touched by their sentiments, smiling appreciatively at them as she took the helmet from Homura.

"Thank you everyone, I promise I won't let you down!" Madoka said with determination as she put on the helmet and got onto Homura's bike. With the revving of their engines they girls were off, riding down the streets of Mitakihara City together to try and track down Inui Takumi.

* * *

Takumi pulled up to a building near the business district of Mitakihara City, on the window were the words Kikuchi Cleaners, denoting it as a drycleaners. Takumi dismounted his bike and pushed it into the back alley behind the store, shielding it from detection should that pinkette or her friends come looking for him. As he firmly parked the bike, his mind drifted back to Kaname Madoka, it wasn't the first time someone tried to be friendly with him, but she was the first to be so… persistent with it, it annoyed him just thinking about it.

' _…I want to become friends with you!_ ' Her words echoed in his head to which Takumi just scoffed.

"So stupid." He said before walking up to the front door of the establishment and entering. "I'm back!"

* * *

"So in the end we weren't able to find him." Kyoko lamented as she and the girls were dropping off Madoka at her house.

"It can't be helped, perhaps he is actively hiding from us." Mami suggested.

"I wouldn't put it above that damn Nekojita bastard." Sayaka said.

"I'm sorry Madoka, we weren't able to properly support you." Homura apologized sincerely, but Madoka shook her head in response.

"That's not true, thanks to you all my confidence has been restored, it's going to take a lot more than this to make me give up this time." She assured.

"Well in that case, we'll just have to try twice, no, three times as hard tomorrow, and it's the weekend too, so we'll have all day to search for that guy." Sayaka announced with enthusiasm.

"Eh, but I was hoping to sleep in tomorrow." Nagisa lamented, much to the elder girls' amusement.

"I suppose we don't have to start at dawn, how about we all meet up at the usual café at 8." Mami suggested.

"That's good for me." Kyoko replied.

"Same here." Sayaka responded.

"It's settled then." Homura said. "Madoka, I'll come pick you up here at seven."

"Alright, thanks Homura-chan." Madoka said happily.

The girls said their farewells and Madoka watched as they rode off into the night, she thanked her lucky star that she was fortunate enough to have friends like them. Her thoughts then drifted back to Takumi, he certainly struck Madoka as a loner, but…

"Faiz-san, I will definitely become friends with you." Madoka said with great determination before walking up the steps to her home. "I'm back!"

* * *

It was a rather peaceful Sunday morning in Mitakihara City, the streets were lively as ever, but the people had an air of relaxation and enjoyment rather than the typical stressful rush they had during the week. However, this peaceful scene was not to last; out of the local airport came three thuggish looking men, blank expressions on their faces as they passed other unsuspecting travelers. Moments later a motorcycle pulled up to the entrance, its rider getting off and making his way over to the automatic doors. Once the bike was abandoned one of the thugs mounted it, taking a moment to admire the feel of it. For one reason or another the owner of the bike turned around and was not happy to see a stranger on his ride.

"What the…" He said as he walked back over. "Hey, just what do you think you're doing?" He spat at the thug. However, the thug remained calm and merely held out his hand.

"Give me your key." He demanded.

"The hell are you talking about?" The owner protested, baffled by the thug's nonchalant attempt to hijack his bike. The thug remained silent as he removed his sunglasses, a shadow appearing on his face. He then revealed his true form, an Incubator with an ox motif. The owner of the bike was only able to let out a single scream before the Ox Incubator swung its giant fist at him, knocking him into the air. As he slammed into the wall of the airport the keys that the Incubator desired fell out of his pocket and onto the floor.

* * *

"Alright, time to start the "Help Madoka befriend the useless Nekojita bastard" strategy meeting!" Sayaka exclaimed as she slammed a map of the city onto the table. The girls had in fact gathered at the café and as usual Sayaka was overly enthusiastic.

"Will you quit coming up with weird names for these things!" Kyoko replied.

"Never mind that Kyoko, right now we have to focus on the task at hand." Sayaka evaded the issue. "Now, first things first, we have to find that guy, any ideas?"

"Hmm, well, here is where we first met him," Mami said as she pointed to the area on the map where Takumi saved them from the first Incubator.

"And here's that ramen shop we found him at yesterday." Homura added. Sayaka then marked the two places with a red marker.

"Hmm, they don't seem to be very close do they?" Sayaka commented.

"That shop isn't particularly famous or anything, he probably just went there for convenience." Kyoko deduced, much to Sayaka's surprise.

"Ok, so I guess it's safe to say that he lives in…" She took a piece of string and made a circle on the map with the ramen shop as the center. "…This area here."

"That's still a pretty big area, if only we could narrow it down more." Mami said.

"Hey, didn't Faiz-san say that Homura-nee-chan knew his name?" Nagisa recalled.

"Hey yeah, if we know his name then we can just ask around if anyone knows him, or better yet, look up his address." Sayaka stated with enthusiasm.

"Very well, his name is…" Homura began.

"NO, NO, STOP!" Madoka pleaded as she covered her ears. "I want Faiz-san to tell me his name, learning it from a friend is cheating!"

"The hell kind of childish rule is that!?" Sayaka said, followed by an exasperated sigh. "Fine, but then how do you expect us to narrow down the search area?" She inquired. Madoka thought about it for a moment.

"Ah, I got it, when I was with him, I learned something really crucial." She said, gaining everyone's eager attention. "Faiz-san's… favorite food is ramen!" She announced. Everyone had deadpan looks on their faces as they fell back into their seats.

"And that's crucial?" Kyoko sighed, making Madoka look away in shame.

"…Well, it's better than nothing." Homura spoke up, gaining everyone's attention. She then suddenly grabbed the marker and marked a few areas on the map.

"See, there are a few other ramen shops in the area besides the one we found him at yesterday." She explained. "Sakura-san said that he most likely went to that particular shop out of convenience, so we can assume that these more expensive shops are out of the question." She crossed out a few of the marks. "Finally, there aren't any places of residence in this area, so we can assume that he works there rather than lives there, taking that into account the area that would most likely have part time work available would be…" She marked a much smaller circle that encased all of the remaining marks. "…This."

"Wow, Homura-chan you're amazing, you narrowed it down by so much!" Madoka praised with great admiration.

"Well, I couldn't have done it without you, Madoka." Homura replied with a smile.

"I think she was just trying to make Madoka feel better though." Sayaka mumbled to herself. "Well whatever, we've got our search area, at least it's more manageable then just looking all around town aimlessly." She admitted. "Alright, let's split up and search for this guy, I have a really good feeling about this."

"By the way Sayaka-nee-chan, what's all that?" Nagisa asked as she pointed to a large bag placed next to Sayaka.

"Oh that," She said, nervousness evident in her voice. "Well, you see, Sunday is usually when my family does the laundry and it was my turn to do it this week." She admitted awkwardly. "But my mom heard of this really cheap drycleaners not too far from here, so I figured I'd drop it off so we could spend the rest of the day focused on searching." She tried to play it off.

"So basically you're just using this as an excuse to get out of doing your chores." Homura reiterated.

"S-shut up Akuma-san, it can't be helped, my mom would kill me if it doesn't get done." Sayaka defended, gaining chuckles from the rest of the group.

* * *

After that, the girls had divided up the area Homura drew up and began their search; Madoka was searching with Homura, Nagisa with Mami, and of course Sayaka with Kyoko.

"So where's this drycleaners again?" Kyoko asked above the engine of their rented bike.

"Not too far, just keep going!" Sayaka replied. She guided Kyoko through the streets of the business district until they finally made it to their destination.

"Kikuchi Cleaners, isn't it a little lazy to just name a store after who owns it?" Kyoko stated as she and Sayaka dismounted the bike.

"Who cares, as long as it's cheap." Sayaka said before walking up to the front door. "Let's just drop this stuff off and begin searching." The two girls entered the shop, a little bell signaling their arrival.

"Welcome." A board sounding man greeted them from the front desk, dropping the magazine that was previously obstructing his face. It took a moment for the girls to register the familiar looking face, but eventually they recognized it as none other than Inui Takumi. As soon as they realized this, they all let out surprised yelps.

"Ahh, It's you!" Sayaka declared, pointing incriminatingly at him.

"What the hell are you doing here!?" Kyoko added.

"I work here, what's your excuse!?" Takumi shot back before his face paled a bit. "W-wait, the clingy pink one isn't with you is she?" He questioned as he peeked over them to see for himself.

"Clingy, pink… you mean Madoka?" Sayaka replied. "Speaking of which, how could you just ditch her in the middle of the city like that, that's just pathetic."

"It's beyond pathetic!" Kyoko chimed in, slamming her hands on the table. "That girl was kind enough to try and be your friend and you completely abandoned her, just how cruel can you be!?"

"It's her fault for not taking a hint!" Takumi defended. "Anyone with half a brain could've guessed that it would happen, if she didn't try to do such a bothersome thing it would've never happened in the first place."

"Grrr, I can't believe Madoka still even wants to be friends with you!" Sayaka said with an irritated growl.

"She's gotta be a saint or something to have even put up with you for as long as she did!" Kyoko added. Takumi's face contorted into an angry scowl as they hurled insults at him.

"You know what," He said before slamming a sign on the table that read "On Break". "I'm going on break!" He violently took off the apron he was wearing and stormed out of the shop.

"H-hey, where do you think you're going, we're still customers here!" Sayaka called as she followed him. She and Kyoko stepped out of the shop and looked around for Takumi, who was nowhere in sight. Suddenly they heard the revving of an engine and out of the alley came Takumi on his motorbike, going full speed down the road. "Hey, come back here you damn Nekojita, what about my laundry!" She exclaimed as she waved her bag of dirty clothes in the air.

"Forget your damn laundry, we gotta follow him, call Madoka!" Kyoko said. She quickly mounted her bike and Sayaka did as she was told, taking out her phone and dialing Madoka's.

"Madoka, we found him, he was working at the drycleaners!"

"Eh, really Sayaka-chan!" Madoka replied over the phone.

"Yeah, go figure, we're going after him right now, we'll keep you posted." Sayaka assured as she got on the bike. Once they were both secured Kyoko revved the engine and went shooting off down the road.

"You're not getting away this time, damn it!" Kyoko declared as she weaved through traffic to catch up to him.

Takumi glanced over his shoulder and saw that they were still following him. He let out an annoyed grunt before accelerating even more, just barely breaking the speed limit. Kyoko answered by accelerating herself, she was right on his tail when Takumi tried to lose them by turning into an alley. Kyoko couldn't make the turn and so she was forced to go around, it took a moment or two of searching but she eventually caught back up with Takumi, forcing him toward the coast of the lake to try and lose them.

"Madoka, he's heading for the coast, near the rocky cove!" Sayaka informed her friend over the phone.

* * *

"The Rocky Cove?" Madoka repeated quizzically.

"That's not too far, we can head him off there." Homura said, quickly changing direction.

"Sayaka-chan, we're headed there now, call Mami-san and have her meet us there." Madoka said.

The duo then raced to the cove, it wasn't really a cove in technical terms, just a rocky shoreline next to the docks, but children that went to play there just called it the Rocky Cove. There was really only one road that passed by it, so if Kyoko and Sayaka could force Takumi to take it, he would be cornered. Homura stopped the bike in the middle of the road and the two dismounted.

"Sayaka-chan, we're at the cove, where are you?" Madoka asked.

"We're almost there Madoka, this Nekojita has nowhere to run now." Sayaka informed before hanging up.

"Are you ready Madoka, chances are he will not be very happy to see you." Homura warned. Madoka gave her a determined nod in response and the two waited for Takumi to turn the corner. Eventually the sound of a bike engine caught their attention, however it was coming from the opposite direction, they turned and saw the thug pulling up to them.

"Relinquish the Fragment to me." He bluntly ordered.

"Eh, no, not now." Madoka pleaded. The thug then transformed into the Ox Incubator, Homura stood forward protectively over Madoka. However, the Ox Incubator leaped off of its bike, landing right behind them; Homura's eyes widened in utter terror as the Ox Incubator raised its fist.

"Homura-chan!" Madoka yelled as she pushed her out of the way, resulting in Madoka getting punched across the road, the girl slamming into the railing that bordered the road.

"MADOKA!" Homura cried, before she could get back up the Ox Incubator kicked her in the gut, immobilizing her. The Incubator then slowly approached Madoka, she grunted in pain as she tried to sit back up, but as she spotted the Incubator walking towards her she desperately tried to crawl away.

Just then Takumi turned the corner, brining his bike to a screeching halt once he saw the scene before him.

"An Incubator!" He exclaimed as he dismounted his bike, gaining Madoka's attention.

"Faiz-san, help!" Madoka pleaded to him, finally making him notice her.

"You again, you've gotta be kidding me." Takumi said, but regardless he quickly grabbed the Faiz Gear out of its case and strapped on the belt, Kyoko and Sayaka arriving just in time to watch him transform. Takumi flipped the phone open and dialed 5-5-5-Enter.

" _Standing By_ "

"Henshin!" He placed the phone into the belt buckle.

" _Complete_ " The belt announced, completing the transformation.

Faiz flicked his right wrist and charged at the Incubator, finally gaining its attention. The Incubator raised its fist and threw a punch at Faiz, but he quickly ducked under it, finding an opening to throw a kick at the creature's exposed back. The Ox Incubator stumbled forward slightly before turning back around, only to get hit with a barrage of punches from Faiz. However, it managed to block one strike leaving Faiz open for a punch to the face, causing him to stagger enough for the Incubator to nail him with a hard punch that sent him falling to the ground.

Meanwhile, Homura returned to her senses in time to see Faiz fall to the floor, however her attention quickly shifted to Madoka, who seemed to be writhing in pain on the ground.

"Madoka!" She exclaimed to her, but before the girl could answer the Ox Incubator once again approached her. Madoka tried to stand up and run, but the pain, as well as the fear, kept her on the ground, all she could do was stare as the Ox Incubator loomed over her. "Madoka!" Homura cried, about to instinctively release her power in order to protect her. However, before she could, Faiz got back onto his feet and rushed towards the Incubator.

"I won't let you!" He exclaimed as he tackled the hulking beast, knocking them both over the railing and onto the rocky shore. With the Incubator out of the way, Sayaka and Kyoko rushed over to Madoka.

"Madoka, are you ok?" Sayaka asked with concern, kneeling down to her.

"Y-yeah, I think so." Madoka replied as Sayaka and Kyoko helped her to her feet. Homura took the moment to relax herself, the rhombus on her hand fading away as she re-hid her powers.

Just then Mami and Nagisa finally arrived, the two quickly joining the group.

"What's going on, did you find Faiz-san?" Mami inquired.

"Well, sort of." Sayaka replied.

"An Incubator attacked us when we were waiting to ambush him, he's currently fighting it right now." Homura informed as she walked over to them.

"Homura-nee-chan, are you hurt?" Nagisa asked, noticing Homura clutching her stomach.

"It's nothing, more importantly, are you alright Madoka, are you injured anywhere?" Homura asked, concern beyond obvious in her voice.

"Uh, no, I think I'm fine." Madoka replied, subtly hiding her right arm behind her back.

"Thank goodness." Homura sighed in relief.

On the shore, Faiz and the Ox Incubator tumbled on the rocks; eventually separating and standing back up to continue their battle. The Ox Incubator threw a punch at Faiz, but he ducked under it, only to be hit by another punch just as he turned around to face it. Faiz staggered back, having a hard time trying to get his footing on the bumpy, slippery rocks. He stepped to the side, avoiding the Incubator's fist, he tried to throw a punch of his own, but the Incubator beat him to it, landing a hard hit that made Faiz fall flat on his face. This Incubator was a lot quicker than the last, and its oversized fists made its punches a lot more effective, couple that with the uneven battleground and it was hard for Faiz to counter attack.

He rolled out of the way as the Incubator brought its fist down on the ground, he managed to stand back up only to be punched to the floor again. Faiz hastily got back on his feet as the Ox Incubator threw its fist into his gut, but this time he grabbed onto the large appendage, managing to keep his footing as a result. He then punched the Incubator in the face, distracting it enough to land a kick on its chest, sending it staggering back. Faiz advanced on the Incubator, trying his best to trade blows with it, but due to his sloppy footing his punches had nearly no weight to them, and his defense was poor, which was a problem with the Incubator's giant fists. No matter what he tried he always ended up on the floor, his suit being the only thing protecting him from being scrapped on the sharp rocks. He managed to block two hard punches, but was left open for a powerful uppercut that sent him flying into a large rock.

"Ugh, that hurt." Faiz complained, sitting up and resting his arm on his knee, contemplating on how he could turn the tables. After a moment of thought, something clicked in his head and he glanced down at the Faiz Phone snuggly placed in his belt buckle. He looked back up at the Ox Incubator as it began to menacingly approach him before he reached down and removed the Faiz Phone from its slot.

"Eh, is he giving up?" Kyoko guessed, thinking he was cancelling his transformation.

Faiz flipped open the phone and to everyone's surprise he bent it at almost a 45-degree angle, making it take the shape of a small pistol. However, the Incubator didn't seem to notice as it let out a growl and charged at Faiz. He entered in a new code, 1-0-3-Enter.

" _Single Mode_ " The phone announced. The Ox Incubator was about to land a devastating punch when Faiz nonchalantly pointed the gun like phone at it and pulled the trigger, shooting out a single beam of red energy into the monster's gut. The Incubator stumbled back at the force of the beam, its gut steaming from the damage it did. Faiz had a satisfied look behind his helmet; he looked down and entered in yet another code, 1-0-6-Enter.

" _Burst Mode_ " The Faiz Phone said. Faiz stood up and aimed the gun at the retaliating Incubator, pulling the trigger and sending out three round bursts of energy, causing some major damage.

"I knew it, I knew he had to have a blaster in there somewhere!" Sayaka declared, much to the exasperation of her friends.

As the Incubator tried to steady itself, Faiz took the chance to advance on it, landing a flurry of punches with his free hand. The Incubator tried to retaliate with a punch of its own, but Faiz stepped to the side, avoiding it and blasting the vulnerable Incubator with three more bursts of energy. Faiz moved in again with a few more punches and a kick, any time the Ox Incubator tried to fight back he would just retreat and fire more bursts at it. However, when he went to pull the trigger again, the bursts didn't come out, leaving him open for a counter attack. The Incubator jumped at the chance, but luckily Faiz ducked under the punch, typing in the code 2-7-9-Enter.

" _Charge_ " It said, blaring a stand by noise. Faiz blocked two punches from the Incubator and then kicked it away from him, five seconds have passed and the gun was finally recharged. He shot six more bursts at the Incubator, the force of the barrage sending it tumbling to the ground. Seeing it wallowing in pain, Faiz knew it was time to finish it, changing the gun back into phone mode and placing it back on the belt buckle. He then reached to the left side of his belt and pulled out what seemed to be a digital camera from its holster. He slid out the Mission Memory with his other hand and inserted it into a slot on the "Faiz Shot".

" _Ready_ " It announced, a black handle folding out of it, turning it into a knuckle-duster. Faiz grabbed the handle with his right hand and flipped open the Faiz Phone with his left, hitting the Enter button.

" _Exceed Charge_ " A beam of energy traveled up the Photon Streams to the Faiz Shot, a charge up noise emanating from it as Faiz prepared for the final clash.

By this time the Ox Incubator had stood back up and with a determined growl it charged at Faiz, the armored warrior doing the same. Faiz's focus was laser sharp, he knew he couldn't miss this shot, eventually the two met in the middle, both of their fists rearing back for their final punch. As they threw their fists forward, Faiz ducked under the Incubator's fist at the last minute, connecting his own punch to the beast's gut. The strike connected with incredible force, the girls could even feel a gust of wind reach them from the impact. The red Faiz symbol emerged from the Ox Incubator's back, hanging in the air for a moment before the Incubator flew back from the force of the attack. It floundered on the ground before finally bursting into flames and turning to ash.

Faiz let out a sigh of relief before removing the Faiz Shot from his hand and placing it back into its proper place on his belt.

"Hmm, not bad, but I kind of liked the one from yesterday better, it was a lot flashier." Sayaka commented.

"My question is why bother punching and kicking when he has all those weapons." Kyoko said.

Faiz just ignored their comments and canceled the transformation, he took a moment to steel himself for the pestering he was sure to endure, as there was only one way back onto the road and the girls were blocking it

"Nowhere to run this time you damn Nekojita." Kyoko taunted, Takumi shooting her a glare as he approached the stairs.

* * *

 **A/N: So yeah, I mentioned before that I was a flakey bastard didn't I? *sigh* I'm sorry guys, I'm just REALLY angry with myself here, I told myself, "You know, I'll just start on the third chapter, then it's back SEO"; ended up writing the whole damn chapter. I figured I might as well post it since it's finished, but I swear on my grandfather's grave that the next update you see from me will be the long overdue Sword Ed Online! ...Not that any of you guys probably even care considering you seem to like this story so far and probably haven't even read SEO... Well, that's that, sorry for ranting to you guys again, just needed to get that off my chest. I hope you guys enjoyed the chapter, I'll definitely be updating this after I update a few of my other stories, cause seriously some of those are WAY overdue. Well, thanks for reading and remember to R &R please.**


	4. Am I Really So Fantastic

**A/N: Hey there guys, MCN here, bringing you my first update of 2016, WOOT! Now, this was _supposed_ to be the last update of 2015, but I just couldn't finish it in time and after new years the motivation to get it done just sort of left me, but I digress, it's here now and _boy_ is it long, so I think that makes up for me not updating in a while, wouldn't you agree. Well, without further ado, let's get to the chapter.**

 **Disclaimer: I don't own Kamen Rider 555 or Puella Magi Madoka Magica**

* * *

 **Am I Really So Fantastic**

 _Faiz just ignored their comments and canceled the transformation, he took a moment to steel himself for the pestering he was sure to endure, as there was only one way back onto the road and the girls were blocking it._

 _"Nowhere to run this time you damn Nekojita." Kyoko taunted, Takumi shooting her a glare as he approached the stairs._

"…Move." He bluntly ordered once he stood before them. A vain practically popped on Kyoko's head.

"LIKE HELL WE WILL!" Kyoko pretty much screamed in his face.

"You honestly can't expect us to just let you walk at this point can you?" Sayaka added incredulously.

"I need to get back to my job, or do you not want me to do your laundry?" Takumi replied.

"D-don't try and change the subject damn it!" Sayaka cried, angrily waving her fist at him. Homura's eye nearly twitched at the idiotic exchange before her, they wouldn't get anywhere with this man if she let Sayaka do the talking. She was immediately pulled out of her thoughts by the familiar whimpering of Madoka; she quickly turned to face her, a pained expression on her face as she held her arm.

"Madoka, what's wrong?" She asked, practically leaping to her side.

"Um, n-no, it's nothing." Madoka tried to deny, but as soon as she tried to move her arm she felt a jolt of pain, letting out a small gasp that gained everyone's attention.

"Your arm, you hurt it didn't you." Homura stated, sounding like a scolding parent. "Show me." She demanded, without any room for objection. Despite that she carefully held Madoka's arm and pulled up her sleeve, revealing a large red bulge. Homura's eyes widened in horror at the sight of the injury; the rest of the girls also displayed concern. Madoka just looked away in shame.

"Kaname-san, that looks really bad!" Mami exclaimed as she and the others surrounded her.

"It's nothing really, it could've been a lot worse." Madoka insisted, though her grunt as she tried to move it away from Homura's grasp proved otherwise.

"Madoka, you can barely move your arm, you have to go to a hospital!" Sayaka insisted before ripping off a piece of one of the shirts she needed to wash and wrapping it around her wound. Takumi spared a glance at the injury, looking down as if contemplating something, before taking the chance to sneak passed them without saying a word. However, Homura noticed him, snapping her out of her devastated gaze. The shock and horror turned into rage, she clenched her fists and teeth as she stomped over to Takumi and violently held him by his collar, much to the shock of her friends.

"You bastard," She growled at him, staring into his eyes with pure murderous intent. "How _dare_ you try and walk away from this, can't you see that this is all YOUR FAULT!"

"Why do I have to be told that?!" Takumi rebuked. "If it's anyone's fault it's yours for parading her around on a motorbike all over town looking for me, if you're so concerned about the Incubators than why don't you just lock her up somewhere where they can't find her?" He suggested, though it was unclear just how serious he was being. Homura's glare worsened at the reply but a moment later she looked to the ground, her grip on his collar tightening. She was conflicted, it was certainly a viable option, just hide Madoka from the Incubators, but then there would be no way for her to have a normal life of any kind, and that was the whole reason she became a Devil in the first place. Suddenly it became a choice between Madoka's safety and her happiness, it was something that she just couldn't bring herself to decide on.

"That's enough, Akemi-san." Mami spoke up, walking up to the girl and placing a hand on her shoulder. Homura turned her head towards her, a serious but nonthreatening look on the older girl's face. She calmed down enough to realize how strange this must've looked; she turned her gaze to Madoka, who looked rather distraught. Homura spared one last glare at Takumi before letting him go.

"Faiz-san, I understand that you don't consider yourself responsible for Kaname-san's injury," Mami stated. "But no matter who's fault it is she is still injured and needs to be taken to the hospital, at the very least will you help us take her there?" She asked politely, but the way she was staring at him made it seem more like an order.

Takumi remained silent, Mami and Homura were blocking the way to his bike and he looked over his shoulder to see Sayaka and Kyoko blocking the only other escape route. He glanced over at Madoka and Nagisa, who shook nervously under his gaze; he let out a defeated sigh, as expected he was completely surrounded.

* * *

Takumi just stared at the floor as he sat on a bench outside of a room in the hospital. As promised he helped take Madoka there, though in actuality he didn't even do anything besides tag along, he was beginning to question why he was even there. Homura leaned against the wall next to the door, taping her foot impatiently as she awaited Madoka's return, her face was stone cold but you could see the concern in her eyes. On the bench with him were Mami and Nagisa to his left and Sayaka and Kyoko to his right, the latter two were staring intently at him, much to his irritation. He tried his best to ignore them but eventually they scooted closer and began to engage him.

"Hey, why are you being so quiet?" Sayaka asked, but Takumi just remained silent. "Ok, I get it, you don't like talking about yourself, but can you please not leave us in the dark here, at least tell us what those Incu-whatevers are and what they want with my best friend." She practically pleaded.

"Even I don't know that." Takumi claimed.

"Don't know, what do you mean you don't know?" Kyoko interjected, unconvinced. "You're telling me you've been fighting those things for however long and you never bothered to figure out what they are and what they want?"

"So what if I have?" Takumi replied with a board expression on his face.

"Geez, for a stubborn Nekojita you sure know how to go with the flow." Kyoko commented, resting her hands behind her head and leaning back on the bench.

"So you have no idea what those creatures want with Kaname-san, none at all?" Mami asked, much to Takumi's annoyance.

"I told you I don't know." He insisted.

"It's pointless asking him, Tomoe-san." Homura spoke up. "Even if he did know something I doubt he would share it with us." She figured, which the other girls didn't seem to argue with. Takumi met Homura's glare, he didn't really know how to feel about being called a liar by the greatest liar of them all.

"By the way, Akuma-san," Sayaka said, gaining Homura's attention. "I just remembered, you… knew what those things were called, right, those Incu-whatevers." Homura tensed up at the statement, she did in fact carelessly call out the Incubator's name once she realized what it was, but so far everyone was too preoccupied with Faiz to question it, until now.

"Hey yeah, she did call it that, didn't she?" Kyoko confirmed.

"Akemi-san, are you not telling us something?" Mami interrogated, everyone's eyes falling on her. Homura struggled to maintain her composure, silently cursing Sayaka for bringing the matter up.

"…You must be mistaken, Miki-san." Homura eventually answered. "Don't you remember, that thing clearly told us what it was called, you must be remembering me parroting it, isn't that right?" The girls searched their memories of that fateful night, and suddenly, the suggested scene appeared to them.

"Oh yeah, I remember that, the monster introduced itself." Nagisa innocently said.

"Now that I think about it, that is how it happened, Miki-san." Mami added.

"Geez Sayaka, try and pay attention will you." Kyoko teased.

"B-but, I could've sworn…" Sayaka stuttered in confusion. Takumi rolled his eyes at the scene.

' _She really is the Devil_.' He thought to himself as he stared at Homura's newly composed demeanor. Suddenly the door to the room opened and out came Madoka, her wound now properly bandaged up.

"Thank you very much doctor." Madoka said as she bowed to the doctor appreciatively. Before she could greet everyone Homura immediately approached her.

"Madoka, how did it go, are you alright?" She asked, taking a close look at the girl's arm.

"Mm hm, it was nothing serious, I just need to rest it for a bit." Madoka replied, an optimistic smile on her face.

"Really, thank goodness." Homura said after a sigh of relief, returning her smile. Madoka then turned her attention to the rest of her friends.

"I'm sorry everyone, for worrying you all." She apologized with a bow.

"It's alright Madoka." Sayaka assured.

"We're all just happy you're alright." Mami added, Nagisa nodding her agreement.

"And like you said, it could've been a lot worse, it sure as hell looked that way when we finally made it to you." Kyoko said as she nibbled on a pocky stick.

"Yeah, I guess I have to thank Faiz-san the next time I see him." Madoka replied, much to everyone's confusion. Madoka noticed this but before she could question it, her eyes fell on the grumpy young man in question. "Eh, Faiz-san, you waited for me?!" Madoka cried in astonishment.

"What, you'd rather I didn't?" Takumi asked bitterly.

"Ah, n-no, that's not it," Madoka quickly corrected. "Actually, I'm really happy that you cared enough not to try and sneak off like I was sure you would." She explained with a bright smile, making Takumi a bit uncomfortable.

"Well, I was already dragged over here, I figured I might as well wait and see if you were ok, it couldn't be helped." Takumi stated, looking away from her as if he wasn't being entirely truthful. With that said he stood up from the bench and walked away.

"H-hey, Faiz-san, wait up!" Madoka said as she chased after him.

"Madoka, wait, your arm!" Homura called as she followed her.

"And here we go again." Sayaka said as she and the rest followed after them.

* * *

At a gas station near the highway, a tall, thin man dressed like a thug was looking at the partially reflective surface of the gas meter, diligently combing his hair with a small, pocket-sized comb.

"Thanks for the wait," A gas station employee said as he approached him, having finished filling up his bike. "It'll be 1465 yen." He informed. The thug ceased his combing and turned to face the employee, an irritated expression on his face.

The thug rudely blew a bubble with his chewing gum, much to the employee's discomfort, and once the bubble popped, he saw the thug now had a strange looking shadow over his face. Suddenly, the thug transformed into his true form, the Cactus Incubator. The gas station employee let out a cry of fright as it backed away and tripped, the Incubator merely grabbed the man by his collar and lifted him off his feet. The man let out one final scream before the Incubator extended the spikes on his face into tentacles, fazing through the man's face and absorbing his emotional energy. Once he was all tapped out, the Cactus Incubator dropped the dead human on the floor where it disintegrated into a pile of ash. The Cactus Incubator couldn't help but smirk at its handy work once it turned back into its human disguise, but it was short lived when he was suddenly punched in the face. The thug looked up at his assailant from the ground, finding it to be his fellow Incubator, giving him a cold, hard stare behind his sunglasses.

"What are you doing?" the thug inquired, a hint of irritation in his otherwise emotionless voice.

"I have warned you about needlessly siring energy out in the open, what will we do if the Devil becomes aware of our presence before we can locate the Fragment?" The sunglasses wearing thug lectured. The thug didn't see the problem; Akemi Homura had been ignorant to their operations within her universe for as long as the Devil had existed, so why should he have to hold back his instinct to sire energy. Despite his opinion, he knew that he couldn't stand against his comrade; he was above him in both rank and power.

"Understood." He reluctantly conceded. With that the two thugs mounted their bikes and drove off down the road, continuing their search for Kaname Madoka.

* * *

Takumi's speed never went above a rushed walk, but you could see the urgency in each step. By the time he made it to the exit of the hospital Madoka had already caught up to him.

"Please wait, Faiz-san!" Madoka pleaded as she grabbed on to Takumi's sleeve, stopping him before he could walk out the door.

"What is it, I took you to the hospital like I said I would, what more do you want?" Takumi asked.

"I told you already, I want to be your friend." Madoka replied, still holding Takumi's sleeve to prevent him from leaving.

"Are you still going on about that, I thought I made it clear that I'm not interested." Takumi said.

"W-well, I'm not giving up, not until I become friends with you." Madoka declared, the rest of her friends still surprised by how aggressive she was being.

"Quit it already, do you honestly think I can't see what's really going on here?" Takumi stated as he yanked his arm out of Madoka's grip. "You think that if I become your friend I'll protect you from the Incubators, that's why you're trying so hard! You… actually don't like me, right?" He accused rather bitterly, leaving Madoka shocked and nearly speechless. Surprisingly, the rest of the girls found it incredibly hard to argue with the accusation, Homura especially; she racked her brain for a proper rebuttal, if anything just to defend Madoka, but how could she argue with something that was so obviously true.

Takumi just glared at Madoka as her gaze fell to the floor, her silence was answer enough for him. He turned his back on the group and once again reached for the door, but before he could leave…

"No, that's not true." Madoka finally said, surprising Takumi. He turned back around to face her, a sweet and honest smile gracing her face. "Well, it _is_ true that I would really like it if you protected me, but that's not why I want to be your friend." She claimed, much to the shock and confusion of her friends. "The truth is, I really admire you, Faiz-san, the way you're risking your own life and putting everything you have into fighting those monsters, I think it's really amazing. That's why, even though you're rude and antisocial, I refuse to believe that you're a bad person, and that made me want to get to know you, to see what kind of person you really are… I want to be your friend!" Madoka reaffirmed, flashing him the brightest smile she could muster. The rest of the girls couldn't help but smile as well at Madoka's speech; however, the same couldn't be said for Takumi. Upon hearing Madoka's declaration, his stare went from irritated, to almost… guilty, or ashamed; he turned away from her, Madoka noticing this change in mood.

"Am I… Am I really so fantastic?" Takumi asked rhetorically, much to Madoka's surprise. Takumi now had his back turned to them, pushing the door open. "I'm sorry for accusing you of having ulterior motives, but… I still don't have any intention of being your friend, so just give up on it and leave me alone." He continued in his usual tone.

Madoka tried to protest but couldn't get her words out before Takumi walked out the door. Madoka lowered he head with a disappointed sigh, while her friends looked incredibly irritated.

"Are you kidding me, how could he have just brushed her off like that!" Kyoko said incredulously.

"What is he, a robot, any normal guy would've been putty in her hands she was so cute!" Sayaka exclaimed, rubbing her head with her hands in frustration.

"Honestly, just when I thought that boy couldn't get any ruder." Mami stated, pinching the bridge of her nose in exasperation.

"He's a jerk, a mean, insensitive jerk!" Nagisa exclaimed.

Homura remained silent however, the entirety of her attention placed on Madoka's disappointed face. It pained her to see Madoka like that, but she knew that there was nothing she could do to talk her out her "quest". She had resolved not to give up, and so she would keep trying and Takumi would continue to shoot her down, making her feel depressed like this time and time again. Homura would not let that happen, turning her gaze to Takumi, who was mounting his motorbike that was parked in the parking lot, along with everyone else's. Suddenly, Homura came up with an idea, and without a moment to spare she walked passed Madoka and exited the building.

"Homura-chan?" Madoka said curiously before leading the rest of the girls to follow her.

Meanwhile, Takumi was quickly preparing to leave, however before he could back out of the parking spot, Homura suddenly grabbed Takumi's wrist, turning his attention towards her as he met her glare.

"What are you doing, let go, I have to get back to work!" Takumi said as he tried to shake her hand off, however he could not break her vice-like grip.

"I refuse," Homura replied simply but firmly, her cold tone highlighting her seriousness. "Madoka shared her pure and honest feelings with you, and you completely ignored them, I absolutely cannot forgive that."

"…What, you want to fight then?" Takumi replied, his tone having much more edge to it than usual.

"Yes, as a matter of fact I do." Homura said, shocking everyone, especially her friends.

"A-Akemi-san, you can't be serious!" Mami exclaimed in disbelief.

"I understand your feelings Akuma-san, but actually fighting this guy is just crazy!" Sayaka added.

"Give him a hit below the belt for me, Homura!" Kyoko said with an amused smirk.

"KYOKO!" Sayaka cried in irritation.

"H-Homura-chan, are you really going to…" Madoka practically whispered.

"We'll fight with those." Homura continued, pointing to her rented motorcycles. "One lap around the business district, if I win, you protect Madoka from the Incubators like you should have from the beginning." She explained, much to the girls' relief. Takumi contemplated the challenge, darting his eyes between Homura, her friends, and the Faiz Gear.

"Alright, fine, and if I win you all stop pestering me about protection and friendship, deal?" Takumi offered. Homura's glare worsened at the terms, but she had no intention of losing anyway.

"Deal." Homura responded, letting go of Takumi's arm. "Follow me, and you better not try and escape again." She warned before she walked back to her bike.

* * *

The group road to the edge of the business district and Takumi and Homura took their positions at a makeshift starting line. Sayaka walked to the other side of the line, holding a pole with one of her shirts tied to it as a starting flag.

"So, this is really going to happen, isn't it?" Mami stated.

"Will Homura-nee-chan be able to win?" Nagisa inquired out loud.

"I'm not gonna lie, the guy can ride, it doesn't look good for her." Kyoko responded, remembering how difficult it was to chase Takumi on their bikes.

"Homura-chan." Madoka whispered as she looked at her friend with concern. Homura glanced back at Madoka through her helmet, the sight of her worried face steeling her resolve.

' _Madoka, don't worry, I definitely won't lose._ ' She thought to herself, returning her attention to the road. Meanwhile, Takumi was looking over his opponent, there was no doubt in his mind that she would cheat, but he was prepared.

"Racers, start your engines!" Sayaka announced, a hint of playfulness in her voice. Nevertheless, they revved their engines in response. "On your marks, get set… GO!" Sayaka exclaimed, giving the flag a great big wave. They immediately hit the gas and with the sound of rubber on asphalt they were off, the gust of wind that resulted forcing the girls to hold their skirts down.

Takumi and Homura remained about even during the first stretch of the race, both continuously accelerating in an attempt to overtake the other. However, when they were approaching the first turn, Takumi suddenly began to decelerate, allowing Homura to take the lead. The girl was somewhat surprised by his decision, until they finally reached the turn, due to his lower speed, he was able to make a much sharper turn than Homura was, immediately taking back the lead that he had given her. Homura sucked her teeth in aggravation at the maneuver, she knew she wouldn't be able to beat him in a normal race, however, she refused to lose, and with them out of her friend's line of sight, she was able to put her plan into motion. Takumi saw Homura begin to pull away from him as if to let something pass, moments later he heard a strange sound that seemed to be children's laughter coming from his right, and turned his head only to come face to face with one of the Clara Dolls, following him on a black, shadowy bicycle.

Before he had time to react, the Clara Doll rammed Takumi's bike, the boy scrambling to keep himself from tipping over. He attempted to create some distance between him and the creature, but a second Clara Doll appeared on his left and rammed into him as well, the two demented children laughing in delight as they alternated slamming into him. As he was distracted, Homura was able to overtake him and put some solid distance between them. When Takumi realized this he attempted to catch up to her and escape the two familiars, but before he could, the two Clara Dolls grabbed on his handlebars, tugging on them as if fighting over a toy.

"Gah, hey, cut it out!" Takumi ordered, but the Clara Dolls completely ignored him. Takumi figured something like this would happen and, as stated before, he came prepared. He reached into his pocket and pulled out the Faiz Phone, quickly shifting it into its gun mode and firing it at each of the Clara Dolls' faces, damaging them and forcing them to pull away. Takumi then aimed the gun down and fired at the wheels of their bikes, destroying them and causing them to crash. Homura instantly sensed the defeat of her familiars, peaking over at her rear view mirror to see Takumi catching up to her.

As they approached the next turn, still a good few feet of distance between them, Homura thought fast and accelerated, widening the gap as much as she could. Once they finally reached the turn, Homura waved her hand and a large concrete wall appeared between them, cutting Takumi off from the turn. The wheels of Takumi's bike skid across the road as he quickly turned into an alleyway, cursing himself for not being fast enough. He was forced into the more populated area of the business district, now the only way for him to possibly take back the lead was to rout her off at the next turn. Easier said than done, the streets of the business district were much more crowded and difficult to navigate than the simple stretch of road that bordered it, but somehow Takumi felt like he was going through an honest to goodness maze, his mental map of the city not at all matching up with what he saw. Eventually, he paid enough attention to the surroundings in order to realize that they were continuously distorting, yet another trick by the Devil herself.

"Seriously, how can she even do this without looking?" He wondered out loud. Soon enough, he got his answer, looking up to see three bird familiars following him high up in the air. Realizing Homura was able to see through them, he aimed the Faiz Phone up at the trio and shot the center bird down, causing the other two to frantically scatter. However, Takumi managed to shoot them both, blinding Homura and thus forcing her to return the streets back to normal. Once Takumi got his bearings, he effortlessly navigated himself back to the racetrack, just managing to cut off Homura at the final turn. Homura cursed under her breath, she knew they were about to come back into the others' view, so she couldn't use her powers conspicuously anymore, the only thing she could do was try and overtake him, which Takumi just refused to let her do.

Meanwhile, the girls all anxiously waited back at the finish line, lamenting that they weren't able to see how the race was going. Eventually, the two racers got close enough for them to see.

"Guys, here they come!" Sayaka exclaimed, hopping to her feet and preparing her flag. The rest looked on as well, watching as Takumi and Homura approached at high speed.

"Wow, it's going to be really close!" Nagisa announced.

"Quick Madoka, get your phone out for the Photo Finish!" Kyoko instructed.

"Huh, u-uh, right!" Madoka frantically replied, fumbling to get her phone out. She positioned herself right next to the finish line, aiming her phone at the space above it in hopes of catching an appropriate shot. They were quite literally neck and neck, their front wheels varying only by inches if even that. Everyone tensed up as the sound of their engines became louder and louder until finally they crossed the finish line, Sayaka waving her flag and Madoka managing to snap a picture the moment they did. Takumi and Homura slid to a halt, removing their helmets and dismounting their bikes; Takumi threw the Faiz Phone back into his bag and they, as well as the rest of group, gathered around Madoka.

"Alright, moment of truth Madoka, tell us who won." Sayaka said, everyone eagerly awaiting her response. Madoka stared at the photo before looking up at the hopeful looking Homura, giving her an apologetic smile.

"…Sorry, Homura-chan…" She said as she turned the phone for all to see. Looking closely, though somewhat blurry, one could clearly see that the front wheel of Takumi's bike hit the white painted line first; Homura had lost.

"…I-It can't be…" Homura said, a look of dread on her face. The rest of her friends lowered their heads in disappointment but Homura was clearly taking it the hardest, falling short of falling to her knees and cursing the heavens.

"Well, that's that," Takumi spoke up, gaining everyone's attention. "I won, so now you have to keep your promise." He reminded, much to the groups chagrin. Homura looked away, clenching her fists in anger, annoyance, regret, but most of all, shame.

' _Damn it, why… how many times will I fail to help her…_ ' Homura thought to herself, trying with all of her might to hold in the tears that desperately wanted to fall from her eyes. Sayaka shared in Homura's ire, or of what little she understood of it, she was about to speak up when Kyoko tapped her on the shoulder, gaining her attention. She bobbed her head in the direction of Takumi's bike, Sayaka turning her gaze over to it, wondering what she was getting at. Somehow, she understood what Kyoko was thinking and gave her a wink in confirmation, returning her attention to the rest of the group while Kyoko separated from them.

"Oh well~, looks like you lost Akuma-san." Sayaka said as she walked up to her and sportily pat her on the back. "Tough break, but remember, this guy knows his way around a motorbike; in hindsight you never really stood a chance anyway." She added, Homura giving her a cold stare at the clear insult.

"Miki-san, aren't you being a little bit insensitive." Mami said with concern.

"It's fine, it's fine, I'm just saying that she shouldn't be such a sore loser, that's all." Sayaka replied with a clearly amused smile.

"No, you're obviously enjoying the fact that she lost." Takumi interjected, somewhat surprised by the girl's reaction.

"Anyway, why not be good sports about this and shake hands, preserve what's left of your dignity." Sayaka suggested, much to Homura's ire.

"You're definitely enjoying this, aren't you?" Homura replied coldly.

"There's really no need for that, just make sure you hold up your end of the deal." Takumi said.

"Right, right, we will." Sayaka assured nonchalantly, confusing her friends as well as Takumi himself. "Hey, does that mean I can't go to your drycleaners anymore?"

"…Mmm, as long as you only come as a costumer, but other then that my relationship with you guys ends here." Takumi asserted. Madoka wanted to speak up, but she knew she couldn't, they had a deal, and she had to honor it along with everyone else.

"Sounds fair enough." Kyoko interjected, rejoining the group, nonchalantly holding her hands behind her back. "Well, I guess this is good bye then, Nekojita-san."

"Good luck fighting the Incu-whatevers." Sayaka added, giving him a playful wave good bye. Takumi was very confused by their sudden change in demeanor; he doubted they would just give up harassing him just because of a simple wager, and her friends didn't seem to share their apparent sentiment either. However, Takumi was tired of dealing with them all, and decided to just take the good-bye and leave.

"…Y-yeah, good-bye." He said as he returned to his bike. Sayaka and Kyoko continued just happily smiling and waving to him all up until he drove away, leaving a confused Nagisa, a concerned Mami, a disappointed Madoka, and an all but broken Homura.

"…Madoka, I… I'm so sorry," Homura said to the pinkette, wallowing in her shame. "I said that I would support your decision to befriend him, but… in the end I couldn't help but try and force him, and… I failed." Madoka's disappointment was quickly replaced with concern for her friend, she had never seen her so upset before, and she didn't like it one bit.

"Homura-chan, you don't have to apologize." She tried to console her. Homura looked at her with a surprised expression. "I know you were only trying to help me, I could never be angry about that." Madoka assured, giving her a comforting smile. However, Homura just looked down, her kindness hurt her more than any cruelty she could give her, she knew she didn't deserve a single ounce of it, and that feeling just grew stronger with each failure she endured.

"Cheer up Homura, if you ask me everything worked out for the best." Kyoko chimed in.

"And what could possibly make you say that, Sakura-san?" Homura asked, her voice returning to a more cold and aggravated tone. "Because of my failure we can no longer make any contact with Faiz-san, so now Madoka is completely defenseless!" She reminded, her sadness having now turned into anger.

"Oh trust me, he'll be back," Kyoko said with a sly smirk on her face. "I _guarantee_ it." She then pulled out a small, custom briefcase from behind her back, a metallic Faiz symbol gracing the cover. The girls all gasped in astonishment at the sight of it.

"Hey, isn't that Faiz-san's…" Mami began.

"Yep, the case he keeps all of his equipment in." Kyoko said with pride as she showed off her prize.

"You took it?" Homura said incredulously.

"No need to thank me, anything to stick it to that jerk." Kyoko replied.

"Wait, so all those things Sayaka-nee-chan were saying…" Nagisa stated.

"All a clever distraction," Sayaka confirmed with a playful wink and a thumbs up. "Not bad huh, that Nekojita had no idea what we were up to."

"B-but, Sayaka-chan, that's stealing, it's against the law!" Madoka exclaimed with great concern.

"So is drag racing, but you didn't complain when Homura did that." Sayaka rebuked.

"Ehh, th-that was…" A flustered Madoka tried to respond.

"And the last time I checked, attempted kidnapping and murder are pretty serious offences too, but that's not stopping the Incubators now is it?" Kyoko interjected, suddenly turning serious.

"I-I know that, but…" Madoka was very conflicted, she understood why they did it, but she couldn't help but feel guilty about the underhanded means.

"And what exactly do you plan to do when he comes back for it?" Mami inquired, the duo stiffening a bit at the question. "I highly doubt he will just let it go once he realizes it's missing, who knows how far he will go to get it back." She stated. Before they could come up with a good response, Homura walked up to the duo, the two feeling a little intimidated by the sudden action. However, instead of chewing them out, she lifted up her hand and gave them a thumbs up.

"Miki-san, Sakura-san, good job." She said with a satisfied smile on her face, catching everyone completely off guard.

"Ehh, Homura-chan, you approve of this?" Madoka cried in shock, causing Homura to turn to face her.

"Of course, it's like they said, everything works out better this way." Homura replied, the smirk still present on her face. "In retrospect we never really needed that Nekojita boy, after all it was that strange belt that allowed him to defeat the Incubators, _that's_ what we really needed. And the best part is he can't confront us without breaking the rules of his own arrangement, so if he ever does manage to get his equipment back from us we will be free to pursue him again, it's so simple and it works on so many levels, I'm almost ashamed I didn't think of this in the first place."

At this point Homura seemed to be talking to herself more than her friends, the way she stared off into space with an amused smirk on her face made it seem as though she had completely forgotten they were even there. Madoka and Mami were concerned over her strange demeanor, while the rest were slightly off put by it. However, as if to break the tension, Kyoko spoke up.

"Uh, r-right, that's exactly what I was thinking, a genius plan don't you think?" She awkwardly boasted, Homura's intricate explanation clearly never having crossed her mind. Mami let out an exasperated sigh.

"Well, the underhandedness aside, the important thing is that now we can properly protect Kaname-san." Mami said, much to Madoka's surprise.

"Huh, Mami-san, you're ok with this?" She said quizzically.

"Well, I don't exactly condone stealing, but in the end it's better that we have it than that shady boy." Mami admitted.

"B-but, Faiz-san…" Madoka stuttered.

"Is a no good, Nekojita, bastard!" Nagisa cut her off, crossing her arms indignantly. "He may have saved out lives but he's still very suspicious, it's better if one of us is Faiz instead." She insisted, the group somewhat surprised by their youngest friend making such a coherent point.

"Exactly, that Nekojita is no hero, he doesn't deserve this kind of power!" Sayaka agreed wholeheartedly.

"Yeah, I guarantee you that Homura will put this stuff to much better use." Kyoko added.

"Huh, me?" Homura said, slightly surprised.

"Yeah you, call it your consolation prize." Kyoko replied as she held out the case to her.

"As much as I hate to admit it, you're definitely the most qualified to become Faiz." Sayaka stated. "You're really athletic, smart, and creepily overprotective of Madoka, who better to protect her than you?" It's sad to say that this was probably the nicest thing Sayaka had ever said to Homura, she couldn't help but feel a bit touched by the sentiment.

"You… really don't mind?" Homura asked with uncertainty.

"Do you really want one of us protecting her?" Kyoko quipped, still holding the case out to her.

"Well, no, I suppose not." Homura answered honestly, somewhat irritating the duo, but they let it slide.

"I also think you'd be the best person for the job, Akemi-san." Mami agreed.

"If Mami-nee-chan thinks so than it's ok with me." Nagisa added. Homura was blown away, to think that they trusted her this much, had this much faith in her, almost made her regret manipulating them for so long… almost. That being said, only one opinion really mattered to her, she looked over to Madoka, who still looked a bit apprehensive about the whole situation.

"Homura-chan, I…" She began, wondering what she should say. After a moment of intense thought, she decided to just be honest, and gave her a sincere smile. "I think you'd definitely do a great job!" She assured, and that was all Homura needed. She let out an appreciative smile and looked back to Kyoko.

"Well, if it's ok with all of you, I'll happily accept." She said before she took the case. Just as she did however, a strange ringing came from it, making them all jump a little. "Huh, what the…" Homura said before she opened it up to see what was going on. Her eyes fell on the Faiz Phone, the noise was clearly emanating from it. "The… phone is ringing."

"Whoa, seriously, that thing can be used as a regular phone?" Kyoko stated.

"Who do you think it is?" Madoka wondered.

"Hey, maybe it's the secret government task force that Nekojita worked for, or maybe the mad scientist that created the belt calling to check its progress!" Sayaka suggested enthusiastically.

"Miki-san, this isn't a comic book you know." Mami replied. Homura removed the Faiz Phone from its place in the case and opened it up, the number of the caller displayed on the screen. After a moments hesitation she hit the answer button and put it up to her ear.

"Hello?"

"I knew it, it was _you_ guys!" The voice exclaimed from the other end of the line, causing Homura to momentarily remove it from her ear.

"Huh, who is this?" Homura asked, not recognizing the voice over the phone.

"Who do you think, it's me, the guy you just stole from!" The voice replied. Homura then realized who it was.

"Oh, it's you, Nekojita-san." Homura stated calmly, though greatly surprising the rest of her friends.

"Huh, why are you calling me that, I thought I was talking to the gloomy black one." Takumi said, remembering that only Sayaka and Kyoko called him "Nekojita".

"You are, Akemi Homura speaking, how may I assist you?" Homura said in an almost teasing manner.

"How the hell do you think, give me back the Faiz Gear!" Takumi angrily demanded.

"And just what makes you think that we have it?" Homura asked.

"Because you're using it right now to talk to me!" Takumi shouted with great irritation.

"And why exactly should we return it?" Homura said, her tone becoming slightly darker.

"What, what do you mean why, because it's mine." Takumi replied.

"Not anymore." Homura stated, shocking Takumi. "The "Faiz Gear" belongs to us now, we need it a lot more than you do. I suppose you could try to take it back, but really even contacting us about it should make our deal null and void." She taunted, gaining a growl from Takumi. "If you hang up now and never contact us again, I suppose we can just forget this ever happened."

"You…" Takumi breathed, making Homura's devilish smirk widen.

"Homura-chan, what is he saying?" Madoka said curiously, thought Homura only spared her a glance.

"…Put me on speaker." Takumi finally said.

"Why?" Homura inquired.

"Just do it, please." Takumi pleaded. She didn't know why, but Homura decided to comply with the request, pressing a button on the phone activating speaker mode, and moving it away from her face so everyone could hear. "…Fine, you guys win." He declared, confusing everyone.

"Eh, what do you mean Faiz-san?" Madoka said quizzically.

"I mean I'm tired of evading you people, so here's my offer, give me back the Faiz Gear and I'll…" He paused for a moment in apprehension, but continued after letting out a sigh. "…I'll protect you from the Incubators." The whole group was silent, taking a moment to process what was just said, but then all let out surprised gasps, completely caught off guard.

"R-R-Really, Faiz-san?" Madoka said with glee, Takumi could practically feel her wide sparkling eyes through the phone.

"Yes." Takumi replied simply.

"Promise?" Madoka added, not unlike an eager child.

"…Y-yeah, I promise." Takumi said, delightfully surprising everyone… except for the girl holding the phone. Homura's grip on the phone subtly tightened, she didn't seem all too happy with the development. "So, do we have a deal?" Takumi asked, Madoka opened her smiling mouth to answer but before she could…

"We decline." Homura replied almost immediately, hanging up the phone right after. Everyone looked to Homura in shock, especially Madoka.

"EEEEHHHHH, H-Homura-chan, why did you do that?!" Madoka frantically asked.

"We had him, we finally had him, we had him by the freaking balls!" Kyoko exclaimed in complete disbelief.

"What the hell is wrong with you, Akuma-san?!" Sayaka inquired, shooting a glare at her.

"Nothing, I just didn't think it was a good offer." Homura calmly replied.

"Not a good… that was _exactly_ what we've been trying to make him do for the passed three days!" Sayaka shouted.

"And do you honestly believe he will follow through with his word?" Homura rebuked, leaving Sayaka stammering for a response.

"Huh, w-well, uh, I mean…"

"Of course he would, he did promise after all." Madoka asserted, however she seemed to be the only one that still had that much faith in him.

"…Kaname-san, Akemi-san has a point," Mami said. "In the short time we've known him he has given us no reason for us to trust him."

"If anything he's proven without a doubt that he's pretty untrustworthy." Nagisa added.

"Untrustworthy, but… but he's saved us three times already…" Madoka defended.

"Yeah, on his own terms, his own shady, untrustworthy terms." Kyoko interjected.

"And whatever his reasons for fighting are, they can't possibly be good." Sayaka said, her opinion making a complete 180.

"But… Faiz-san…" Madoka desperately try to reply, but she found herself out of excuses. She struggled for an argument, but before she could think of one, Homura put her hand on her shoulder.

"Madoka, he abandoned you once, and the second he gets back the Faiz Gear, he will do so again." Homura assured, though Madoka still seemed reluctant. "Tell me, Madoka, would you really rather be protected by that stranger than by me?" She asked, her face and stare were blank, but there was a hint of sadness in her voice that Madoka picked up on.

However, that wasn't the only thing she noticed, at the moment Homura had a strange aura about her, one that Madoka hadn't seen since the early days of their friendship, before it could've even been called that. She remembered feeling this way every time she spoke to her; it was intimidating and sometimes even scary. But by far the worst of it was the strange feeling in the pit of her stomach that came along with it, something at the back of her mind telling her that it wasn't at all normal. However, Madoka's thoughts were focused more on the issue at hand, the girl struggling under Homura's gaze.

"I… I guess not." Madoka said just above a whisper, her eyes firmly glued to the ground. Homura smiled at her answer, an off-putting, twisted smile that for one reason or another nobody noticed until it quickly turned into a more genuine smile. Homura then lightly grabbed Madoka's chin and gently tilted her head up so she was facing her.

"It's ok Madoka, I promise I will protect you from now on." Homura assured, though it did nothing to change her solemn expression. The rest of the group had mixed feelings about it as well, while they mostly agreed that Homura being Faiz was more beneficial for them, her sudden… strangeness made them all have second thoughts.

"Come on, I'll take you home, you need to rest that arm." Homura said as she guided Madoka to her bike. The girls all shared concerned looks, but shrugged it off for the moment, mounting their own bikes and following Homura and Madoka back to the Kaname residence.

* * *

"Hey… hey, are you still there…HEY!" Takumi exclaimed. Once he realized that the Faiz Gear was gone, he immediately stopped and found a payphone, calling the Faiz Phone in hopes of reasoning with the girls. However, despite his generous offer, they hung up on him. "DAMN IT!" Takumi screamed in frustration as he slammed the payphone receiver back onto the rest of the apparatus.

Takumi rushed to his bike and made his way full speed back to the starting line at the edge of the business district, desperately hoping that they were still there. He turned down a familiar looking street, at first too distraught to really pay that much mind, but he eventually realized something was off once he saw that he had passed the same payphone he used three times already.

"What the hell?" Takumi said quizzically, but it didn't take him long to figure out what was happening. He looked up into the air and confirming his suspicions were two bird-like familiars, circling over him like vultures about to attack their prey. "Seriously, this again!" Takumi cursed before revving his engine and continuing down the path. He tried everything he could to shake his pursuers, increasing his speed, taking more obscure pathways, driving in the wrong direction, but still he always ended up back at that payphone. He sped through the town one last time to try and make it back to their starting point, he figured Homura wouldn't be keeping him away if they weren't still there, but that same logic backfired on him when he finally started to make it to his destination.

He skid to a stop at the edge of the business district, the exact spot where they started the race, but as he feared the girls were nowhere to be seen, in their place were a few Clara Dolls playing hopscotch on the road. Once they noticed his presence they all turned to him and started giggling, pointing at him mockingly and he could've sworn he heard the word "idiot" somewhere in their distorted speech. Takumi growled in frustration before taking off his helmet and throwing it to the ground.

"Fine, go ahead and get yourselves killed, just don't expect me to come and save you again!" He shouted to the sky, as if Homura would be able to hear his cries. He angrily stomped over to his helmet and picked it up off the ground, dusting it off and shooing away one of the Clara Dolls that was examining it. He then remounted his bike and road off back to Kikuchi Cleaners, but no matter how hard he tried his thoughts kept coming back to those clueless girls. ' _Damn it, I should've at least told them_ that." He thought to himself, regretting holding back one crucial piece of information.

* * *

Madoka paid no attention to what her teacher was talking about in class; her head was swimming with thoughts and worries to the point where she couldn't even hold a descent conversation. She peeked behind her at Homura, who was diligently taking notes as always; she looked down next to her feet to see a medium sized backpack that she had brought instead of her usual school bag, in order to inconspicuously keep the Faiz Gear with her at all times. She turned back to her own notebook which was now riddled with drawings, most of which inspired by recent events. She drew Takumi's bike, the race between Takumi and Homura, the Faiz Gear, to the best of her memories, and of course, Faiz himself. She then began a new drawing, which depicted Homura posing dramatically as she was about to Henshin into Faiz.

' _Is this… really for the best?_ ' She asked herself.

* * *

"Hey Homura," Kyoko said as she pulled up the kickstand of her bike. "Exactly how long do we have these bikes for?"

"They're rented for the whole week, so we have until Friday to give them back." Homura replied as she prepared her own bike.

"I must say they're pretty convenient to have, definitely faster than the bus." Mami stated. "Well, I'm going to go pick up Nagisa from school, see you all tomorrow." With that the eldest student placed a helmet on her head and drove the bike out of the parking lot, heading in the direction of their old middle school, where Nagisa now attended.

"Man, must be tough to be taking care of someone when you're still a kid yourself." Sayaka mused. The truth was both Mami and Nagisa were orphans and some time two years ago they met and instantly hit it off, eventually leading to Nagisa moving in with Mami, a rather strange arrangement indeed.

"I don't think she minds, after all she was pretty lonely before… I guess anything is better then an empty house." Kyoko replied, a hint of sorrow or empathy in her voice. Sayaka spared her a worried glance before trying to change the subject.

"Hey, think I can try diving this time, it's kind of uncomfortable just riding on the back." Sayaka asked as she mounted the bike.

"Huh, no way, you crash all of the time in racing games, like hell I'm gonna trust you to drive!" Kyoko replied as she forced Sayaka back, allowing her to get on the bike in the driver's position.

"Aw come on, that and this are two entirely different things." Sayaka protested, if anything just to lighten the mood.

"No!" Kyoko asserted as she put on her helmet and started the bike, Sayaka letting out a dejected sigh.

"Well, see you guys tomorrow, be careful on your way home Madoka, and if you run into those Incu-whatevers today, give him hell Akuma-san!" Sayaka said, with an enthusiastic thumbs-up and flashing a playful smile. Homura responded only with an amused grin, while Madoka gave a nod in confirmation before Sayaka grabbed Kyoko's waist and the two rode off into town, leaving Madoka and Homura alone.

"Well then, shall go Madoka?" Homura said as she mounted her own bike and waited for Madoka to get on.

"Huh, uh, right." Madoka stammered before getting on the bike behind Homura, the two securing their helmets.

"I suppose the safest thing to do is to take you straight home, I can help you with your homework if you want, and if possible I can even spend the night, after all we never know when and Incubator will attack." Homura suggested, a strange air of satisfaction in her voice, emphasized by the strangely content smile on her face.

"Um, yeah, that would be great Homura-chan, thank you." Madoka said somewhat apprehensively, though Homura didn't seem to notice as she revved the bike's engine and drove out onto the road, Homura seemed incredibly content, while Madoka still wore a solemn look on her face.

* * *

"…Hey, Kyoko." Sayaka said as their bike stopped at a traffic light.

"Hmm, what's up?" Kyoko nonchalantly replied, missing Sayaka's serious tone.

"Are you sure it was a good idea to let Akuma-san be Faiz?" She asked.

"Huh, you're saying that now, what happened to all that stuff you said about Homura being the best choice?" Kyoko replied with no small amount of confusion.

"Don't get me wrong, I still stand by everything I said, if anything that girl would never let anything hurt Madoka, I'm sure of that, but… I don't know, I just have this weird feeling in my gut… that's telling me that I can't trust her." Sayaka tried her best to explain her apprehension, but the more she spoke the less she understood her own point.

"…Eh, you're just mad that you didn't get to be Faiz." Kyoko suggested, waving her hand dismissively.

"Huh, n-no, that's not it at all!" Sayaka denied, though the slight blush on her cheeks said otherwise.

"Yeah right, you're obsessed with all of that "Henshin Hero" stuff, every time you watched the Nekojita fight you looked like a kid at a candy store." Kyoko teased.

"Mmm, just forget it then, I should've known better then to ask you about this!" Sayaka cried, her cheeks inflating in a pout. Kyoko smirked at her friend's priceless reaction, but it quickly disappeared into a thoughtful frown, the truth was she knew exactly what Sayaka was talking about, but for one reason or another she didn't feel at all comfortable talking about it, hell just thinking about it gave her goosebumps.

She pushed those thoughts to the back of her mind as the light turned green, with a quick rev of her engine the duo continued down the road, but before even making it a block further, another motorbike suddenly rocketed out of an alleyway, stopping right in the girl's path.

"What the…!" Kyoko exclaimed before slamming the breaks and skidding to a stop herself, the bike nearly tipping over. "…HEY, what the hell's your problem!?" Kyoko shouted to the other biker, who seemed to just ignore her as he dismounted. As he did so, Kyoko noticed the familiar looking bike, and before she could even concern herself with it, the biker removed his helmet, revealing the face of a very livid Inui Takumi. "Gah, y-you!?" Kyoko choked out in shock.

"You thieving bastards, give me back the Faiz Gear!" Takumi demanded, stomping over to the duo. They couldn't help but cower a bit as the angered man, whom they knew could easily overpower them both, approached them, however, Sayaka was the first to regain her composure.

"Er, t-tough luck Nekojita, we don't have it on us." Sayaka replied as sternly as she could, though it did little to faze Takumi, who grabbed the blunette by the collar.

"Well then take me to where it is, or call whoever does have it, just give it back NOW!" Takumi barked in her face, a sense of urgency in his voice.

"HEY, you better take your hands off of her or I swear…!" Kyoko ordered as she grabbed Takumi's arm in a vice like grip. The two met glares, Takumi not at all intimidated by her threat, but he let Sayaka go nonetheless, Kyoko then releasing his arm.

"You see, that's exactly the reason why even if we did have it I would never give it back to you!" Sayaka said.

"What was that?" Takumi shot a glare at her.

"Madoka may be willing to give you the benefit of the doubt, but I'm not, no matter how I look at it you're obviously not the kind of person who deserves to be Faiz!" Sayaka declared with great conviction.

"That's right, give us one good reason that we should trust you, like, at all?" Kyoko added, crossing her arms in defiance.

"Because… because…" Takumi trailed off, trying to think of an appropriate way to state his point. "…Because you idiots have no idea what you're doing!" He finally stated, veins appearing on the girl's heads, apparently he had failed.

"Alright, listen here you damn Nekojita!" Sayaka said as she got off her bike. "I may not know anything about the Incu-whatevers, or the "Faiz Gear", but all I know is that my friend is in danger and you refuse to help, so if that's the way it's going to be then we'll just have to do it ourselves, so there!" Sayaka punctuated her rant by crossing her arms and turning her face away from the obviously frustrated Takumi. The boy let out a low growl and tightened his fists, it seems that he would have to spell it out for them, despite how troublesome that'll be.

"…It's pointless." He stated, much to the duo's confusion. "Listen to me, if you don't give me back the Faiz Gear… your friends _will_ die." He declared, though it didn't seem like a threat so much as a warning.

"…W-what are you talking about?" Sayaka asked reluctantly, but for some reason she had a feeling that she wouldn't like the answer.

* * *

Meanwhile, Homura and Madoka rode through the city together on their way back to Madoka's house, Homura actually took quite a few detours in order to make the ride longer, enjoying the feeling of Madoka's arms around her waist. However, Madoka wasn't enjoying the ride nearly as much, in fact she let out a depressed sigh, which Homura managed to hear despite the loud engine and wind blowing around them.

"What's wrong Madoka?" She asked with her typical concern.

"Huh, oh, um, it's nothing Homura-chan, don't worry about it." Madoka insisted, though it did little to put Homura at ease.

"I don't mind Madoka, if there's something bothering you I'd be more then happy to help." Homura said.

"…Well…" Madoka began, somewhat hesitant. "…It's about Faiz-san." She admitted, and the moment the name left her lips she felt Homura stiffen up a bit.

"Nekojita-san, what about him?" Homura replied, her tone becoming slightly sourer.

"I just… I feel a little guilty…"

"About stealing from him?"

"No, that's not really it." Madoka denied. "Back at the hospital… I said that I really did want to be his friend, not just so he'll protect me; but in the end, I ended up giving up now that I don't need him to protect me anymore… it makes me feel like I lied to him." Homura had mixed feelings about the exchange, on one hand she loved how kind Madoka was to feel guilty when she was in no way in the wrong, but on the other hand she hated how Inui Takumi continued to cause her suffering, she had to bite her lip to keep herself from growling in anger.

"…Madoka, you shared your completely honest feelings with him, you decided to see the good him and he completely disregarded you, a man like that doesn't deserve your friendship in the first place." Homura declared in a rather cold tone.

"But, Faiz-san…" Madoka tried to rebuke.

" _I'm_ Faiz-san now Madoka, remember?" Homura interrupted. "I'm the one that will protect you from now on, I'll do what that selfish Nekojita couldn't do, _wouldn't_ do. You have no reason to feel guilty Madoka, so just forget about him, please." She pleaded, which was hard for Madoka to argue with. Without another word, the girls approached a long tunnel that cut straight through a hill, but as soon as they entered, a pair of bikers approached them from the other end, each one occupying one side of the road. They showed no signs of clearing a path for them, and so Homura was forced to skid to a stop, Madoka letting out a yelp of surprise. The two bikers then stopped a few meters away from them, dismounting their bikes and removing their helmets; one of the thugs removed his sunglasses, revealing an all too familiar emotionless stare.

"Akemi Homura, relinquish the fragment to us." He demanded, Madoka gasped at the familiar line. The two thugs slowly approached them, revealing their true forms as the Mantis and Cactus Incubators.

"Incubators!" Homura exclaimed as she and Madoka dismounted the bike. Homura immediately took out the Faiz Gear from her bag and after placing all of the weapons on the belt she strapped it on. The Incubators didn't seem at all intimidated by the action; in fact Madoka could've sworn that they scoffed at her before continuing their approach.

"Madoka, stay behind me." Homura instructed, Madoka responding with a simple nod before taking a few steps back. Homura flipped open the Faiz Phone, conveniently the screen showed all of the various codes that could be entered into the phone, including the Henshin Code: 5-5-5-Enter.

" _Standing By_ " The phone said, followed by the typical standby noise.

"Henshin!" Homura exclaimed, flipping the phone shut and placing it in the belt slot. She reached her hand up to her hair, about to flip it for dramatic effect it seemed, but before she could…

" _Error_ "

"Huh?" Homura said quizzically, looking down at the belt as sparks began to ark from it. Suddenly, the belt forcefully ejected itself off of Homura's waist, the force of which sent Homura herself flying backwards.

"Homura-chan!" Madoka cried as she watched Homura roll on the ground with a painful grunt. Madoka was about to rush to her side but she refrained from doing so when the Mantis Incubator blocked her path.

"…W-what happened, why…?" Homura wondered out loud once she came back to her senses. She looked up and saw the Mantis Incubator nearing the discarded Faiz Gear, and so immediately crawled over to it and grabbed onto it, looking up to see the Mantis Incubator standing over her.

"You fool, not just anyone can harness the power of the belt." It informed her before reaching down and picking her up by her uniform collar.

"…Madoka, run…!" Homura exclaimed before the creature threw her across the tunnel, over to its waiting companion. Before Madoka could even respond, the Incubator turned its attention to her, causing her to freeze in horror as it approached her with its hand stretched out ready to grab her. She could only whimper as it got closer, but just then it heard the sound of a couple of engines approaching. The Mantis Incubator looked towards the entrance of the tunnel and out of the bright light came Kyoko and Sayaka, with Inui Takumi following close behind. The two bikes stopped within the tunnel and the riders dismounted, removing their helmets to relieve any obstruction of the horrific scene before them.

"Madoka!" Sayaka exclaimed, the group about to rush up to her.

"Sayaka-chan, Kyoko-cha…" Madoka replied, but was cut off when the Incubator stood between her and the new arrivals. The trio stopped in their tracks as the Incubator began to advance on them. Sayaka and Kyoko put on angry glares to hide their fear as they unconsciously took a few steps back.

Takumi on the other hand let out a loud cry as he dashed forward and threw a punch at the creature, only for it to effortlessly catch it in its hand. It then threw the fist away; leaving the boy open for a punch to the chest that sent him flying back to the bikes.

"Faiz-san!" Madoka exclaimed as she watched.

Meanwhile, Homura was brought out of her daze by Madoka's sudden shriek, but before she could even think about looking over to her, the Cactus Incubator loomed over her, gazing upon its enemy, on the ground and completely helpless.

"Did you truly believe you could defeat us with your power alone, Devil." It taunted, much to Homura's frustration. She glared daggers at the creature as she tightened her grip on the Faiz Gear, as if it were Madoka herself, however it didn't stop the Incubator from reaching down and forcing the belt and phone out of her hands.

"No!" Homura exclaimed raising her left hand in preparation to enter her Devil Form, but before the symbol even appeared on her hand the Cactus Incubator kicked her back down. Homura could only watch helplessly as the Incubator smashed the device beyond repair, her only hope at fighting back against the immortal creatures, gone… or at least that's what she expected it to do. Instead, the Incubator strapped the belt on its own waist and flipped open the phone to enter the Henshin Code: 5-5-5-Enter.

" _Standing By_ "

"Henshin!" The Incubator cried in its inhuman voice before placing the device into the belt.

" _Complete_ " The belt stated, the Photon Streams extending from the belt and covering the creature's entire body, and in a bright flash of light the Cactus Incubator was transformed into the familiar Faiz. Everyone looked on in shock and horror as the Incubator reveled in its newfound power.

"So this is Faiz, huh…?" It said with satisfaction.

"N-no way…" Kyoko stuttered.

"That monster… Henshined?" Sayaka added in utter disbelief. Faiz then turned his attention to the four bystanders, walking up to stand with the Mantis Incubator.

"Do it, we can't just leave them be now… do it!" The Mantis Incubator ordered, but as he turned to face his subordinate, he was met with a punch to the face that forced him to stumble back and grab onto his bike for balance. "What are you doing?"

"I've grown tired, of you and your methods." Faiz replied coldly before advancing on its former partner once again. It went for another punch to the face, but the Mantis Incubator ducked under it, but as soon as he turned back around he was met with a barrage of punches that were too quick and powerful to be blocked or evaded. As the two Incubators fought, Madoka rushed passed them to Homura's side, the rest of the group following suit.

"Homura-chan, are you ok?" Madoka asked as she kneeled down to help Homura sit up.

"…Madoka…forget about me, you have to get out of here!" Homura said frantically.

"What are you saying Homura-chan, we can't just leave you here!" Madoka protested as she visibly struggled to help her up.

"But…" Homura tried to rebuke, but before she could, to everyone's shock, Takumi assisted Madoka in helping her to her feet.

"She's not going to listen to you, so just hurry up and stand so we can get out of here!" He practically ordered, much to Homura's chagrin. However, Madoka seemed incredibly grateful but before she could say anything Kyoko replaced Madoka in supporting Homura on her left.

"Can't argue with that, now come on, let's get going!" Kyoko added.

Meanwhile, Faiz and the Incubator were still going at it, the Mantis Incubator threw a punch at its former ally, but it ducked under it and immediately responded with a punch of its own. The Mantis Incubator stumbled at the heavy hit, giving Faiz the perfect opening to land a powerful side kick to its chest, sending it flying back. The Incubator groaned in pain as it struggled to get back on its feet, but as soon as it managed to do so it was engulfed in blue flames, disintegrating into a pile of ash. Faiz relaxed its stance with the death of its opponent and then turned to the group of teens, who had just managed to get Homura walking.

"You're next." Faiz said as it walked towards them.

"Hurry!" Madoka cried as they attempted to flee, however, Faiz leaped over them and blocked the other end of the tunnel, cutting off their closest exit. He turned back around and advanced on them once again, the group retreating to the opposite end of the tunnel. Faiz continued to slowly approach them, as if toying with them as their injured friend hindered their escape. Takumi looked back at Faiz over his shoulder, the echoing sounds of its footsteps as it drew ever-closer sending shivers down his spine. It was then that he realized just how terrified he was without the Faiz Gear, how powerless he was to fight back, it made him even consider abandoning these girls that so far had been nothing but trouble to save himself. However, the very moment this thought popped into his head, another memory echoed from the back of his mind.

'… _I really admire you, Faiz-san… I refuse to believe that you're a bad person…'_ He remembered Madoka's words, making him stop in his tracks. As he pondered those words he found himself suddenly at ease, his hands that were shaking not a few moments ago had steadied themselves and his heart was no longer pounding in his chest. The fear was not gone, and yet he did not feel like he could run away any longer. The group turned around once they noticed that Takumi had stopped running, and their confused stares brought Takumi out of his contemplation.

"…Ahh damn it, why did I have to remember her annoying lip service right now!" Takumi exclaimed in annoyance. Before the girl's could question him, he sprinted past them to his bike, placing his helmet on his head and starting it up.

"Seriously, he's ditching us _again_!" Sayaka cried in disbelief, but was surprised to see that rather then drive out of the tunnel to safety, he drove into the tunnel, passing the group and barreling straight towards Faiz.

"No Faiz-san, don't!" Madoka cried, realizing what he was trying to do. Takumi just increased his speed at the pinkette's plead, but Faiz wasn't fazed by it at all. The transformed Incubator readied itself and with split second timing, punched Takumi in the head, his helmet saving him from any severe damage. With a grunt of pain, Takumi was knocked off the bike, the vehicle falling to the ground and the boy rolling to a stop, his helmet coming off in the process.

"Faiz-san!" Madoka yelled with concern. The girls watched helplessly as Faiz loomed over Takumi menacingly, the disoriented teen trying his best to sit back up.

Homura did her best to feign concern for the boy, but it soon turned genuine when she saw how distraught Madoka was. She could care less about what happened to Takumi, but she knew that if he were to be killed by the Incubator Madoka would blame herself, and she wouldn't have that. With everyone distracted, Homura used her power to heal herself, as well as conjure up a pipe that looked generic enough to have been picked up off of the floor. She imbued the item with some of her power, making it glow a faint purple, and with a loud battle cry she charged forward, brandishing the weapon and brought it down on Faiz's back, sparks erupting from the contact signifying that it indeed took damage.

Faiz grunted in both pain and surprised at the hit, turning to face its assailant, only to be met with another bash across the chest. Everyone was stunned at how she was able to fight back with nothing but a pipe, a technique that was already proven futile, all except for Takumi, who figured out right away how she was doing it. She tried to go for another swing, but Faiz easily dodged it, and the next one after that, now that it knew what it was dealing with. Homura knew that she couldn't defeat the Incubator with this makeshift weapon, but she could try and weaken it, she took careful aim and thrusted the pipe right at the Faiz Gear, hoping to knock it off the creature's waist for Takumi to reclaim. However, the Incubator stopped the pipe just before it made contact and as it held it steady it bright up its foot and kicked Homura in the face, forcing her back and making her drop the pipe. Faiz tossed the weapon to the side and grabbed Homura by the throat, choking her for a moment before throwing her on the ground next to Takumi.

"Homura-chan!" Madoka cried for what felt like the hundredth time.

"You two have been a nuisance to us for far too long, it is time that you were eliminated." Faiz said as it approached the two, who desperately tried to scoot away from it.

"…Stop it… please…" Madoka said just barely above a whisper, tears forming in here eyes. "Stop it, I don't like this anymore, please stop it!" She begged, much to her friends' concern. As her cry echoed through the tunnel, suddenly, Takumi's bike sprung to life, its front light flashing on as it somehow lifted itself off of the ground. It then raced over to the Incubator, parts of it shifting, detaching, and rearranging themselves.

"What?!" Faiz cried in surprise as it turned to see what was approaching, being immediately met with a punch to the chest that sent it flying into a pile of debris. Everyone looked on in awe, as standing before them, unintentionally striking a heroic battle pose, was Takumi's bike, "Auto Vajin", in its robotic battle mode.

"…You've gotta be kidding me…" Kyoko said, still in a daze.

"…Wh-WHOA, a robot, he's got an actual TRANSFORMING ROBOT!" Sayaka exclaimed, her eyes sparkling with childlike wonder. Takumi and Homura were brought out of their trance by Faiz rustling through the debris, the two quickly getting back on their feet and pinning themselves against the wall to avoid getting into the middle of the coming confrontation. Once Faiz had dug its way out of the pile, it rushed up to Auto Vajin and punched it in the chest, causing nothing more then a small stumble. It then went for a punch to the robot's face, but it seemed unfazed as it grabbed Faiz's fist and pulled it all the way around, slamming it against the wall. It then followed up with a punch to the chest that caused the Incubator to grunt in pain, leaving it open for Auto Vajin to land one final punch right on the Faiz Gear itself, sending Faiz flying back and knocking it into the sealing, where the Faiz Gear unstrapped and fell to the ground along with the now untransformed Incubator.

"It did it!" Sayaka cheered.

"Not yet, the guy's still alive." Kyoko corrected as she pointed out that the Cactus Incubator was returning to its feet. It was then that Madoka noticed the Faiz Gear lying close by, and without really thinking about it she ran over and picked it up.

"Faiz-san!" She cried, gaining the boy's attention. With a soft grunt, Madoka threw the Faiz Gear over the Incubator where it landed in Takumi's hands. Takumi couldn't help but crack a satisfied smirk for just a split second before strapping on the belt and entering the Henshin Code into the Faiz Phone.

" _Standing By_ "

"Henshin!" Takumi cried as he raised the phone over his head before placing it in the belt.

" _Complete_ " The belt announced as Takumi transformed into Faiz, the rightful Faiz. The girls seemed pleased as well, all accept Homura, who looked away in shame and sucked her teeth in frustration. Faiz flicked his right wrist before confronting the dazed Incubator, landing a punch on its face that caused it to stagger backwards. The Cactus Incubator took a moment to steady itself before throwing a desperate punch to Faiz, but it was easily blocked, leaving the creature open for a counter hit that made it stumble back even further. Before it could recover, Faiz continued his onslaught, landing two jabs to the chest, and then a punch to the face. The Incubator frantically threw a punch to the Faiz's face, but he simply stepped to the side to avoid it, causing the Incubator to stumble into the still active Auto Vajin, which kneed it in the gut before uppercutting it back to Faiz, who grabbed it by the shoulder and punched it in the gut three times before landing a right hook to its head, making it stumble back far enough for him to land a kick that sent it flying across the tunnel. Without any hesitation, Faiz unhooked the Faiz Pointer from his belt and placed the Mission Memory into it, the device announcing " _Ready_ " before he strapped it to his boot.

"Here it is, Faiz's super kick finisher!" Sayaka cheered, raising an enthusiastic fist in the air. Staying in his kneeling position, Faiz opened the Faiz Phone and hit the Enter button.

" _Exceed Charge_ " The belt announced before the Photon Stream running down his leg lit up, giving power to the Faiz Pointer. As soon as the device was charged, Faiz leaped into the air, doing a quick flip before stretching his feet out towards the Cactus Incubator, the Faiz Pointer shooting out the red energy drill that froze the creature place. With a loud cry Faiz kicked into the drill, pushing it into the Incubator as it spun rapidly. Faiz appeared next to Auto Vajin in a flash of red light, the Faiz symbol hanging in the air a second before the Incubator burst into flames and turned to dust. With creature dead, Kyoko let out a sigh of relief.

"That was a close one, I thought we goners for sure." She stated.

"You can say that again, hey Nekojita, why didn't you just use your robot sidekick from the very beginning, you could've saved us a lot of trouble!" Sayaka called to Faiz.

"Don't you think I would've used it if I could've!" Faiz replied before turning his attention to Auto Vajin itself. "So, where exactly have you been all of this time, I could've really used your help plenty of other times before, geez!" He scolded to robot, causing it to look down in shame with a sad sounding beep.

"…Mmm, well, I guess you really helped us out back there, so… thank you." Faiz added awkwardly, though this seemed to lift Auto Vajin's spirit, lifting its head up and giving an appreciative beep. With that Faiz hit a button shaped like the Mission Memory on Auto Vajin's chest, the machine announcing " _Vehicle Mode_ " before reverting back to its bike form. Faiz then removed the Faiz Phone from the belt and cancelled the transformation.

"…Why?" Takumi just barely heard turning to see it was Homura who spoke, glaring at him as usual. "You're able to Henshin with the Faiz Gear, that Incubator was able to do it as well, so why, why didn't it work for me!?" She demanded

"Eh, wait, so it really didn't work for you Homura!?" Kyoko asked in surprise, her only response was Homura looking away in regret.

"Huh, so I guess you were telling the truth Nekojita." Sayaka conceded.

"Eh, Faiz-san, you knew that the belt wouldn't work for Homura-chan?" Madoka asked.

"I had a hunch, the belt doesn't work for most humans; don't ask me how I'm able to use it." Takumi explained.

"So you knew about this, why didn't you tell us?" Homura bitterly interrupted.

"Because it was none of your business!" Takumi replied indignantly. "Of course I would've said something if I knew you were going to go and steal my things, it would've saved me a lot of grief." Homura's glare worsened at his reply, her fists tightening as she took a step a menacing step forward.

"Homura-chan, wait, he's right!" Madoka asserted as she held Homura back. Everyone was shocked at the girl's proclamation but before they could question her she rushed over to Homura's bike and took out the Faiz Gear case from the bag strapped to the back. She then trotted back to Takumi, holding the case out to him and bowing her head. "I'm sorry, we caused you a lot of trouble again, and even after we promised not to bother you anymore. Here, this belongs to you, I'm _really_ sorry!"

"…Madoka." Homura said solemnly as she watched Madoka apologize on everyone's behalf, despite being the only one against the escapade to begin with. Sayaka and Kyoko also fidgeted with guilt, as much as they knew that the fault was entirely theirs, they just couldn't bring themselves to apologize, especially to the infuriating Takumi.

Takumi remained silent as he snatched the case from Madoka's hands, making the girl jump a bit in surprise, and sending her deeper in depression at the angry gesture. Takumi placed the Faiz Gear back in its rightful place, just glad to have it back. Once it was secured in the case, he returned his gaze to Madoka; she was staring at the ground with a crestfallen look on her face, her hands awkwardly fiddling with her skirt. Takumi's glare hardened a bit, Madoka shivered as if feeling his gaze, the other three girls were on standby, eagerly awaiting him to say something unpleasant in order to step in and defend their kindhearted friend.

"…Hey…" He finally said. Madoka looked up at him, surprised to see that his glare had softened. "Do you… still want to know my name?" He asked much to everyone's surprised. Madoka's face instantly brightened as she gave an excited nod. "It's Inui Takumi."

"Inui Takumi-kun…" Madoka repeated. Sayaka and Kyoko turned to Homura, who, realizing what they wanted, gave them a nod, confirming it to be his real name. "It's nice to meet you, Inui Takumi-kun, once again my name is Kaname Madoka." She reintroduced herself. "These are my friends and classmates, Miki Sayaka-chan, Sakura Kyoko-chan, and of course Akemi Homura-chan." She continued the introductions.

"…Miki, Sakura, Akemi, and the overbearing yellow one was Tonma-something right?" Takumi stated, much to the chagrin of Kyoko. ( **A/N: Tonma roughly means fool in Japanese** )

" _Tomoe_ Mami, she's a grade above us, our Sempai." Kyoko corrected.

"Tomoe, alright I'll try to remember all of that." He said, though his lack of interest was evident. "Well, see you later." Takumi walked passed Madoka, but before anyone could comment on his this familiar looking scene, Madoka noticed his wording.

"Eh, "See you later", not "goodbye"?" Madoka inquired.

"Yeah, we had a deal, remember?" Takumi replied. "You give me back the Faiz Gear and… I protect you from the Incubators." He clarified. The girls took a moment to think about it and realized that he was referring to when Madoka threw him the Faiz Gear after Auto Vajin got it off the Incubator.

"Ah, you mean that time?" Sayaka exclaimed in realization.

"Eh, isn't that a bit of a stretch through, AGAH!" Kyoko began before Sayaka elbowed her in the gut.

"S-so does that mean…?" Madoka said hopefully.

"…I look forward to working with you." Takumi said in monotone, however Madoka was still overjoyed, if her bright smile and sparkling eyes were any indication.

"Y-yes, I'll be in your care from now on!" Madoka said with a respectful yet enthusiastic bow.

"Alright, operation "Help Madoka befriend the useless Nekojita bastard" was a huge success!" Sayaka cheered, much to Takumi's annoyance.

"Wow, to think you'd actually pull it off, especially after what happened." Kyoko added, a drop of nervous sweat appearing on her face as she remembered her folly. Madoka gave them both an appreciative smile before turning her attention to Homura, who had remained silent. Despite the favorable turn of events, she was still bitter at her failure, and was also certain that Takumi was not at all trustworthy and feared that he would abandon them once again. However, before she could voice any of these opinions, she was met with Madoka's smiling face, this was probably the happiest she had seen her in the past few days, and she didn't want to rain on her parade. Homura forced her worries to the back of her mind and cracked a smile.

"That's great Madoka, you must be relieved." Homura said, to which Madoka nodded in agreement.

"Thank you, Homura-chan, Sayaka-chan, Kyoko-chan, I couldn't have done this without your support." She said with great appreciation. Takumi just watched the display in silence before walking back to his bike. "Ah, hey, hey, wait!" Madoka called to the boy, regaining his attention. "Um, don't you think we should exchange phone numbers, so we could stay in touch." She suggested, pulling out her own phone.

"The number is the same as the Henshin Code, just ask your friend." Takumi replied as he returned to his bike, putting away the Faiz Gear and picking his helmet off of the ground.

"Aww come on Fai… Takumi-kun, exchanging phone numbers is part of what being friends is about." Madoka whined, much to Takumi's annoyance.

"I thought I told you I have no interest in being your friend." Takumi replied, much to everyone's confusion. "I promised I would protect you from the Incubators, I'm your bodyguard, no, your babysitter, but I never said we were friends." He asserted.

"B-but…" Madoka tried to retort, but Takumi had stopped listening, putting on his helmet and mounting his bike. Despite facing away from her, he could sense the depressed look on her face, and gave out a loud sigh. He reached into his jacket pocket and pulled out the Faiz Phone, opening it up and showing the screen to her. "Here, it's the top number." He said. Madoka happily copied down the three identical numbers in her phone, Takumi waiting a few seconds before putting the phone back in his jacket. "Call only for emergencies, I'll be there as quickly as I can, see ya." He stated as he started the bike and drove out of the tunnel.

"Geez, that guy really does piss me off!" Kyoko stated with a tightened fist.

"Ah forget him, as long as he keeps his promise and comes when we call that's all that really matters." Sayaka said. Madoka stared intently at the new contact she had just made for Takumi before letting out a soft smile.

"No, I'm not giving up yet." Madoka said, much to Sayaka and Kyoko's horror. "I don't care how long it takes, I'm definitely going to make Inui Takumi my friend!" She said with her usual determination. Her trio of friends all let out exasperated sighs before smiling.

"Well, in that case, I guess we'll still support you, Madoka." Sayaka said.

"Just don't expect _us_ to be all buddy-buddy with him." Kyoko added sarcastically. Madoka smiled appreciating at them and the group began to return to their bikes. However, all the while Homura was wrapped up in her thoughts, it was a relief that Takumi would at least cooperate when it came to protecting Madoka, but she still didn't trust him in the slightest. So far the boy had proved to be a true anomaly, an angsty teenager immune to her influence, and a human that could wield power that she herself, the devil, ruler of the universe, couldn't use.

' _Inui Takumi… just what the hell are you?_ ' She thought to herself as she joined the rest of the group, riding home to rest after such a long day.

* * *

 **A/N: WOW THAT WAS LONG! LOL, sorry about that guys, I really didn't mean for it to get this long, I guess it just got away from me. Now the drag race was really meant to just get word count up back when I thought this chapter wouldn't get so long, but by the time I finished it and thought about editing it out I decided that I actually really liked that scene, so I just kept it in. Now I know what some of you are thinking, "MCN, why didn't you just split it into two chapters like you usually do when chapters get so long?" Well the answer is actually pretty simple. As you've probably guessed, the chapters all roughly abridged tellings of the episodes from Kamen Rider 555, Ch 1 corresponds with Ep 1, Ch 2 with Ep 2 and so on and so forth, so this is meant to correspond with Ch 4, and my (figurative) OCD wouldn't let me break that trend, so yeah. Sorry that there was a serious lack of Mami and Nagisa during the climax, I just couldn't really figure out any way to put them in without making the scene feel too crowded you. I feel bad since Mami usually gets the short end of the stick, having such little screen time in the original work, but it is what it is. Now those of you who have watched 555 probably know where I'm going with this, (and you should also know what I'm talking about), but I ask you to not put any spoilers in the reviews, ha, like there are enough of you that care enough to even do something like that, LOL. Well, that's all I have to say for now, see you guys next time, and remember to R &R please.**


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